Introduction
The United Nations Convention against Corruption (UNCAC) describes corruption as “an insidious scourge with corrosive consequences for society, undermining democracy, the rule of law and human rights, as well as distorting markets and enabling the rise of organised crime and terrorism”. In light of this problem, the Spanish Government is presenting this Draft Bill with the aim of actively committing to the principles of the rule of law and institutional integrity.
The Organic Law, which accompanies the State Anti-Corruption Plan, presented by the Prime Minister in July 2025, seeks to give it regulatory force, ensuring its compliance and permanence. This regulatory framework does not arise out of nowhere, but is the result of a process of consolidating public integrity policies initiated in 2018, including Law 2/2023, which protects whistleblowers reporting regulatory breaches. This Draft Organic Law establishes a comprehensive approach to the fight against corruption, ranging from prevention to sanctions, and reinforces specific measures in public procurement, grant management and political transparency. Ultimately, this legal framework seeks to improve good governance and restore public confidence in its institutions, providing effective tools to combat corruption in all its forms.
In this regard, at the Commercial Law Department of Belzuz Abogados, S.L.P., we consider it essential to anticipate the reforms that will be introduced by this Organic Law, particularly with regard to the regime governing the transfer of shares and its impact on the corporate structure of companies.
Regime for the transfer of company shares
One of the new features introduced by the Organic Law in the draft bill is the obligation to register the shares of limited liability companies in the Commercial Register. Currently, these shares are recorded solely in the register of members, which creates transparency issues and hinders processes such as the seizure or attachment of shares due to a member’s debts. This situation also complicates the verification of the beneficial ownership of shares.
The inclusion of this registration requirement not only seeks to improve transparency regarding share ownership but also responds to the requirements of Directive (EU) 2015/849, which promotes a register of beneficial ownership accessible to competent authorities and, in certain cases, to the public. By integrating shareholdings into the Commercial Register, more effective control over ownership will be facilitated and greater accountability in the business sphere will be ensured.
Furthermore, the transformation of the register of members into an electronic and public register will enhance the traceability and accessibility of information on beneficial owners. This measure is an important step towards modernising the Spanish regulatory framework, thereby contributing to the fight against corruption and fostering a culture of integrity in business practices.
Key Aspects of the Transfer Regime
One of the most significant aspects of the draft bill is the clear definition of company shares. These represent the shareholders’ ownership in a company and confer rights regarding its profits and management. The draft bill seeks to distinguish between ordinary and preference shares, specifying the characteristics and rights associated with each type. Furthermore, it clarifies the conditions under which these shares may be transferred, ensuring that all shareholders understand their rights and obligations.
The procedure for the transfer of shares is another crucial element of the draft bill. It stipulates that the parties involved must notify the company of their intention to transfer shares, thereby ensuring transparency in the process. Furthermore, an objective assessment of the value of the shares is required, ensuring that a fair valuation is carried out upon transfer.
Transparency is a fundamental principle in this draft bill. Consequently, those transferring shares must comply with specific requirements to ensure clarity in the process. There is an obligation to declare any personal interest that may influence the decision to transfer shares, which helps to prevent conflicts of interest.
Public Information and Access to Data
One of the most significant innovations included in the draft bill is the creation of a special section of the Commercial Register to guarantee access to public information relating to company shares. This access is considered essential for promoting transparency and accountability in the business sector. It is stipulated that information on share transfers must be recorded and published, allowing any interested party to consult the relevant data. This includes not only the identity of the shareholders and the nature of the shareholdings, but also details regarding the valuation and the terms of the transfer.
Furthermore, the draft bill provides for the creation of a transparency portal where all information relating to shareholdings will be centralised, thereby facilitating access to relevant data for citizens, investors and other stakeholders. This portal will be a key tool for fostering trust in the business system and for ensuring that citizens can exercise their right to information.
Implications for Businesses
The implementation of the Draft Organic Law on Public Integrity will have various implications for businesses. Firstly, it is expected to improve corporate governance, as companies will be obliged to adopt more transparent and ethical practices. This will not only benefit companies in terms of reputation but will also strengthen relationships with stakeholders. Transparency in the disclosure of shareholdings will help build trust among partners, employees and customers, which is fundamental to the long-term success of any company.
Conclusion
The Draft Organic Law on Public Integrity represents a significant step towards improving ethics and transparency in the business sector. As this bill progresses through the legislative process, it is essential that companies prepare to adapt to the new requirements and ensure that their practices regarding the transfer of shareholdings comply with the established regulations. From the Commercial Law Department at Belzuz Abogados, S.L.P., we offer legal advice to help you address these new regulatory challenges. This draft bill not only seeks to regulate the transfer of company shares but also promotes a cultural shift towards greater integrity and accountability in the business world. In an environment where trust is key, the implementation of these regulations could be a decisive step towards a more transparent and ethical future for all.