Keys to the Notarial Digitalization Act

What does the Notarial Digitalization Act consist of? What are the key aspects of the Act on the digitalization of notarial and registry proceedings? What legal transactions can be carried out online? What are the benefits of the Notarial Digitalization Law? At Gentile Law, expert lawyers in advising companies, we tell you everything you need to know about the new Notarial Digitalization Law.

What is the Notarial Digitalization Law?

What are the key points of the Law on the Digitalization of notarial and registry proceedings? In the Official State Gazette (hereinafter referred to as "BOE") of May 9, 2023, the Law 11/2023, of May 8, on the transposition of European Union Directives regarding the accessibility of certain products and services, migration of highly qualified individuals, taxation, and digitalization of notarial and registry proceedings, has been published.

Additionally, this law modifies Law 12/2011, of May 27, on civil liability for nuclear damage or damage caused by radioactive materials (hereinafter referred to as the "Notarial Digitalization Law"). This law introduces significant modifications to notarial procedures and the use of digital means for the execution of certain legal proceedings.

What are the most important changes in the Notarial Digitalization Act?

The Notarial Digitalization Law establishes a new modality of accessing notarial services by imposing digital system through which individuals can carry out various legal acts without the need for in-person attendance. The law establishes the necessary mechanisms for identification and electronic signature to ensure the security and authenticity of acts performed remotely.

1. Which legal proceedings CAN be authorized online?

What types of legal acts can be performed digitally? The legal proceedings that may be authorized online are exclusively those contemplated by the Notarial Digitalization Law, of which the following are the most significant:

• Corporate acts, such as:
  • Incorporation
  • Appointments
  • Capitalization and capital reductions
  • Statutory modifications
  • Etc.
• General Shareholders agreements
• Policies
• Proxys
• Proxy revocation
• Acknowledgment of payment
• Cancellations of guarantees

On the other hand, the Notarial Digitalization Law allows for the use of digital videoconferencing platforms for the notarization of determined acts.

2. Which legal proceedings CAN NOT be authorized online?

What types of legal acts cannot be performed digitally? Notarial proceedings that are not expressly provided for by the Notarial Digitalization Law may not be granted, as is the case of:

• Sale agreements
• Mortgage
• Allocation of Inheritance
• Wills

3. Introducing the new digital authorized copies

Another key point to bear in mind about the Notarial Digitalization Law is that it introduces the possibility of requesting the issuance of authorized digital copies through the electronic signature of the Notary Public. These will have the same validity as those made on paper and will be valid for any purpose.

4. Online incorporation of limited liability corporations (SL).

How to incorporate a company online? Now you will be able to incorporate a company from the comfort of your home. Since the Law of Notarial Digitalization introduces a modification to the Law of Capital Companies providing for the possibility of incorporating limited liability companies online. As well as to carry out various legal formalities and operations of the company.

What do I need to consider when setting up an online limited company? The key points that you should take into consideration regarding the online incorporation of limited liability companies are the following:

• Non-monetary contributions are not allowed.
• Contributions must be made by means of an electronic payment instrument.
• Standard deeds and bylaws will be provided for the incorporation of limited liability companies. If these are used, the period for qualification and registration will be only 6 hours.

5. New Online Registries

What is new in the Notarial Digitalization Law? In order to improve the efficiency in the management of the registries and to promote the digitalization of their services, several provisions are amended to adapt the operation of the Land, Mercantile and Movable Property Registries.

A new electronic office is introduced so that citizens can file, process and access all the information and services of the registries. Another important modification is that you will now be able to initiate applications to the Registry telematically, being able to submit all the documentation in physical or digital format.

6. ¿When does it come into effect?

When does the Notarial Digitalization Act come into effect? It will enter in force on November 10, 2023, when the 6 months provided by the law will be met. Given the long timeframe foreseen for the entry in force of these measures, it will be important to wait for their actual implementation and to assess their real practical impact.

On the other hand, a period of one year is established for the entrance into force of the modifications related to the digitalization of the registries. It will come into force on May 9, 2024.

Do you have any doubts about the Notarial Digitalization Act? How to implement these key points and new features of the Notarial Digitalization Act? Learn about the new tools for the management of your company. From, Gentile Law, expert lawyers in the incorporation, development, consolidation and growth of your company, we accompany you throughout the entire process to ensure the effective integration of these measures.

Marta Batalla Eguidazu

martabatalla@gentile.law

+34 91 435 45 19