A British company that wants to trade in Spain on a stable footing has two routes: set up a subsidiary (a brand-new Spanish company) or open a branch of the UK company itself. A branch isn't a separate legal entity; it's the same Ltd or PLC operating in Spain through a permanent establishment. And before it can be registered at the Commercial Registry (Registro Mercantil), the registrar needs to confirm one thing first: that the British company genuinely exists and is still alive.
That is the job of the certificate of good standing, and the reason for this guide. It isn't corporate-law advice — your notary and your gestor are there for that — but a practical account of which corporate documents cross the border and why they all end up needing a sworn translation into Spanish.
What the Commercial Registry asks for
To register the branch of a foreign company, the Spanish Commercial Registry requires you to prove four things through duly legalised documents: that the company exists and is in force, what its bylaws are, who its directors are, and the resolution of the competent body deciding to create the branch. In practice, that means:
- A certificate from the register of origin proving the company's existence and validity. For a British company, that comes from Companies House: the certificate of good standing (or, depending on the case, the certificate of incorporation bearing the company number).
- The bylaws of the parent company (the articles of association).
- The identity of the directors.
- The resolution to open the branch passed by the competent body, and usually a power of attorney in favour of the branch's representative in Spain.
What the certificate of good standing is — and isn't
The certificate of good standing issued by Companies House confirms that the company has existed continuously since its incorporation, that it is up to date with its filing obligations (annual accounts and confirmation statement) and that no action is being taken to strike it off the register, nor is it recorded as being in liquidation. It is, in essence, proof that the company is still alive and in order.
Companies House only issues it if the company's filings are current. It's a document that ages: it reflects the position on the date of issue, so the registry or notary in Spain will want it recent. Order it as close as possible to the day you'll present the deed.
Why Brexit changed this
Before Brexit, with the UK inside the EU, certain corporate documents moved with easements. Today the UK is a third country for the purposes of document circulation, and that has a direct consequence: the British corporate documents you present in Spain need a Hague Apostille and a sworn translation into Spanish.
In the UK the apostille is issued by the FCDO (the Legalisation Office of the Foreign, Commonwealth & Development Office). One useful point about Companies House documents: if you obtain the certificate as a PDF or digital copy without a wet-ink signature, the FCDO will usually require a solicitor to certify it before it can be apostilled — or you can order a signed certificate instead. Sort that out before translating.
The right order: apostille first, translation second
- First, the apostille on each British document, at the FCDO.
- Then the sworn translation into Spanish, signed by a translator authorised by the Spanish MAEC. A detail that causes rejections: the apostille is translated together with the document, within the same sworn translation. Apostilling the certificate but translating only the body, leaving the apostille in English, sends the file back incomplete.
The bylaws deserve their own chapter, because their terminology doesn't map word for word between British and Spanish law. We cover it in detail in the guide to sworn translation of UK articles of association: there we explain why shares, director or registered office each have the exact equivalent the Commercial Registry expects to read.
How we do it at Textualia
Everything online, no travelling. You gather your already-apostilled documents — the certificate of good standing, the articles of association, the power of attorney — upload them to the calculator, see the fixed price on the spot, and on payment receive the sworn translation from English into Spanish as a digitally signed PDF, fully valid before notaries and the Commercial Registry. If the notary asks for a paper original, we issue it on official State watermarked paper and post it to you.
We know these documents: we know what a Spanish registrar expects to see in a Companies House certificate and why the apostille is included. Start from our documents page, or upload them straight into the calculator.