On 7 October, Royal Decree Law 15/2015, on urgent measures regarding the mobility of economic operators within the national territory, came into force. At Eleconomista of the same day, I made a conceptual assessment of the regulation, based on the review of the Council of Ministers, in relation to the possible political use of state competence in relation to company law (art. 149.6 CE). There it said that the reform was not essential, insofar as Law 9/2015 modified article 285 of the LSC -without much visibility- and since then companies have been allowed to transfer their registered office to any point of the national territory by agreement of the administrative body, as long as the articles of association do not state otherwise. The rule was interpreted flexibly by the Ministry of Justice. In spite of this, the RDL aims to smooth out, by law, possible obstacles in the decision making of the administrative body by limiting its responsibilities and especially by avoiding discrepant interpretations in the commercial registers - an inconceivable issue in any jurisdiction. There is, however, no such thing as a blank cheque. At the general meeting, the management body must justify the reasons for its decision, which will be recorded in the minutes and, where appropriate, in the notarisation of the decision or management agreement adopted. The RDL limits itself to clarifying the organic competences, especially when there is a provision in the articles of association to the effect that the administrative body is competent to change the registered office within the national territory. The difference with the current situation is to be found in the Transitional Provision - which is not a Transitional Provision as it does not address any inter-temporal case - which limits the contrary provision in the articles of association to the case whereby when after the entry into force of this Royal Decree-Law a statutory modification had been approved which expressly states that the management body does not have the power to change the registered office within the national territory - only for existing companies, therefore. The rule has legal consequences that need to be assessed.

The first, of a negative nature, indicates that in the case of a transfer to another Autonomous Community, the provisions of Law 3/2009 on structural modifications do not apply, and the shareholder will have no right of separation whatsoever in a case not contemplated by law and not possible by statutory provision, given its limited nature. The only case that contemplates the strategic importance of companies for an Autonomous Community is the possibility of requesting, together with the State, the opposition of the Government to the transfer of the registered office of a European limited company registered in Spanish territory that entails a change in the applicable legislation of the Autonomous Community where the limited company has its registered office, if it is opposed for reasons of public interest, introduced by Law 19/2005, which implements the European limited company, today included in Article 464 of R.D. 1/2010, on capital companies. Therefore, as an expression of national market unity, no corporate mechanism provided for international transfer can be taken into account. In particular, the conflict between the actual registered office and the statutory seat, provided for in European Union law for the international conflict between the two, will not be applicable, based on the doctrine of the CJEU, which makes the registered office prevail, except for special singularities for the protection of workers, shareholders or creditors, as the Commission will soon include in its new proposals on company law. The director's liability is therefore governed by the general company rules. From a civil law perspective, the change of domicile entails some significant changes. Two examples can be given. Firstly, in relation to movable collateral, particularly pledges, both on movable assets of the company and on shares or holdings, in any case, outside RDL 5/2005. It should be remembered that article 569-15.2 of the fifth book of the Civil Code of Catalonia establishes a second degree prohibition of pledging. This issue leads to a complicated problem of applicable law in relation to the agreed principal obligation and its guarantee, insofar as, in the absence - unfortunately, once again - of a rule of inter-regional conflict (the pledge is essentially civil, even if it falls on a commercial object), no possible criterion is clear: registered office of the debtor or creditor; or more reasonably, by identity of reason, the agreed law subject to a reality test (R. 593/2008, Rome I) in relation to the agreed principal obligation. Finally, as of 1 January 2018, the Sixth Book of the Civil Code of Catalonia will come into force - despite the appeal to the TC, once again slow - whose article 569-28, establishes a relevant rule, without conflictual correlation, in relation to the assignment of mortgage credits, we should remember, pending resolution in the CJEU.

The conclusion is the unstoppable loss of the common national legal and economic space in Spain. It looks set to last forever.