Key data
| Regulation | Resolution of June 10, 2026, from the General Directorate of Legal Security and Public Faith (DGSJFP) |
|---|---|
| Publication | October 13, 2026 |
| Entry into force | Not specified |
| Affected parties | Capital companies (SL and SA), shareholders, notaries and commercial registrars |
| Category | Business Regulation |
| Key provision | Article 86 of the Capital Companies Law (LSC) |
| Source | BOE-A-2026-21293 |
If your company has bound shareholders to a family protocol or shareholder agreement through a bylaw clause that simply refers to that external document, you have a registration problem and, possibly, a corporate effectiveness problem. The Resolution of June 10, 2026 from the General Directorate of Legal Security and Public Faith (DGSJFP) leaves no room for doubt: Article 86 of the Capital Companies Law requires that the specific and determined content of any ancillary obligation appear in full in the bylaws registered with the Commercial Registry.
The resolution arises from an appeal against the refusal of the Commercial Registry III of Seville to register bylaws that configured an ancillary obligation consisting of complying with a shareholder agreement contained in a separate deed. The registrar denied the registration. The DGSJFP upheld the decision.
What does this regulation establish?
The resolution establishes clear doctrine on the limits of ancillary obligations in capital companies:
- Article 86 LSC requires that the specific and determined content of the ancillary obligation appear in full in the registered bylaws. A mere reference to an external document is not sufficient.
- A bylaw clause stating "shareholders are obliged to comply with the shareholder agreement formalized in a separate deed" does not meet this requirement.
- Parasocial obligations (those arising from private agreements between shareholders) do not acquire full corporate effectiveness merely by being mentioned indirectly in the bylaws.
- This doctrine is supported by Supreme Court rulings and the Commercial Court No. 1 of Seville.
| Element | Applicable criterion according to the resolution |
|---|---|
| Content of the ancillary obligation | Must appear in full in the registered bylaws |
| Reference to external shareholder agreement | Not valid to give corporate effectiveness to the obligation |
| Reference to external family protocol | Not valid to give corporate effectiveness to the obligation |
| Shareholder exclusion for breach | Only valid if the obligation is registered with all its content |
| Parasocial obligations in separate document | Maintain effectiveness between the parties, but not full corporate effectiveness |
Economic and operational impact
The impact is not only registral. It has direct consequences for corporate governance and legal certainty:
- Risk of nullity in shareholder exclusions: If a shareholder breaches an ancillary obligation that is not correctly stated in the bylaws, the exclusion can be successfully challenged. This can lead to costly litigation and forced reinstatement of the shareholder.
- Cost of bylaw adaptation: Companies that need to regularize their situation must have new bylaws executed as a public deed before a notary, convene a general meeting, and process registration with the Commercial Registry. This involves notarial and registry fees and, in many cases, specialized legal advice.
- Family protocols at risk: Many family businesses have chosen to draft an extensive family protocol and then incorporate it into the bylaws by reference. This practice is invalidated for ancillary obligations.
- Shareholder agreements without corporate effectiveness: Shareholder agreements remain valid between the signing parties, but cannot act as ancillary obligations with effectiveness against the company and third parties if they are not incorporated textually into the bylaws.
Who does it affect?
- Limited Liability Companies (SL) that have configured ancillary obligations through reference to shareholder agreements or family protocols.
- Joint Stock Companies (SA) in the same situation.
- Shareholders whose obligations to the company are contained in documents external to the bylaws.
- Notaries who execute deeds for execution as public documents of corporate resolutions with this type of configuration.
- Commercial registrars, who must apply this criterion in the qualification of documents.
- Legal advisors and corporate lawyers who design corporate governance structures.
- Family businesses with family protocols that include obligations intended to be elevated to bylaw status.
Practical example
A family company with three shareholders drafts a family protocol that includes, among other clauses, the obligation to offer shareholdings to other shareholders before transferring them to third parties, and the obligation of exclusive dedication to the company. To give it corporate effectiveness, the notary incorporates into the bylaws a clause as follows: "Shareholders are obliged to comply at all times with the family protocol formalized in notarial deed number 1,234 of the notary of Seville, D. Juan García".
The Commercial Registry denies the registration. According to the doctrine confirmed by the DGSJFP, that reference is not sufficient. For the obligation of exclusive dedication to be an ancillary obligation with full corporate effectiveness—and for its breach to give rise to shareholder exclusion—the specific content of that obligation must appear textually in the bylaws themselves: what is understood by exclusive dedication, under what conditions it is considered breached, what is the exclusion procedure.
If the company intends to exclude a shareholder based on the unregistered reference clause, that exclusion resolution can be challenged judicially with high probability of success for the excluded shareholder.
What should companies do now?
- Review current bylaws: Identify if there is any ancillary obligation clause that refers to a shareholder agreement, family protocol, or other external document instead of including the obligational content in full.
- Audit shareholder agreements and family protocols: Determine which obligations from those documents are intended to have corporate effectiveness (i.e., that can give rise to shareholder exclusion or other corporate consequences).
- Draft ancillary obligations with complete content: Incorporate textually in the bylaws the specific and determined content of each ancillary obligation: what it consists of, when it is considered breached, and what the consequences are.
- Execute new bylaws as a public deed: Convene a general meeting, approve the bylaw amendment with the required majorities, execute a public deed before a notary, and register with the Commercial Registry.
- Seek advice before excluding a shareholder: If there is an active conflict with a shareholder for breach of obligations contained in external documents, verify with a specialized lawyer whether the ancillary obligation is correctly configured before adopting the exclusion resolution.
Frequently asked questions
What exactly does Article 86 LSC say about ancillary obligations?
Article 86 of the Capital Companies Law requires that the specific and determined content of the ancillary obligation appear in full in the bylaws registered with the Commercial Registry. A mere reference to an external document, such as a shareholder agreement or family protocol, is not sufficient. This is confirmed by the Resolution of June 10, 2026 from the DGSJFP, supported by rulings from the Supreme Court and Commercial Court No. 1 of Seville.
Can the Commercial Registry reject my bylaws if they refer to a shareholder agreement?
Yes. Commercial Registry III of Seville denied the registration of bylaws that configured an ancillary obligation through reference to a shareholder agreement in a separate deed. The DGSJFP confirmed that denial. Any commercial registrar can apply the same criterion.
Is the exclusion of a shareholder for breaching an incorrectly registered ancillary obligation valid?
No. According to the doctrine established by the DGSJFP, shareholder exclusion for breach of ancillary obligations is only valid if these are registered with all their content. If the ancillary obligation has been configured through reference to an unregistered external document, the exclusion resolution can be challenged judicially.
Do shareholder agreements lose validity if they are not incorporated into the bylaws?
They do not lose validity between the signing parties, but they do lose full corporate effectiveness. Parasocial obligations contained in private agreements remain binding between the shareholders who signed them, but cannot act as ancillary obligations with effectiveness against the company and third parties if they are not incorporated textually into the registered bylaws.
What should family businesses with a family protocol do to comply with this doctrine?
Companies that intend to bind their shareholders statutorily to family protocols must incorporate the obligational content directly into the bylaws, not through reference to the protocol. This involves amending the bylaws, executing them as a public deed before a notary, and registering them with the Commercial Registry.
Official source
Consult complete regulation at official source
Notice: This article is for informational purposes only and does not constitute legal advice. For specific decisions, consult a qualified professional. Source: https://www.boe.es/diario_boe/txt.php?id=BOE-A-2026-21293
