Spain is rarely the first jurisdiction that comes to mind when discussing corporate ownership transparency. Yet a proposed reform currently making its way through the Spanish legislative process may produce results that are more relevant to international asset recovery practitioners than many comparable initiatives in other jurisdictions.

The draft Ley de Integridad Pública (Law on Public Integrity) seeks to amend the Commercial Registry regime for transfers of equity interests in Spanish limited liability companies (sociedades limitadas, or SLs). Under the proposal, acquisitions of membership status would become effective only upon entry in the registry. The reform also restructures access to the shareholders’ register, now centralised in the Commercial Registry, creating a tiered system of consultation rights that is neither fully public nor fully restricted.

What the Reform Proposes

Under the draft law, transfers of equity interests in Spanish SLs would become registrable in the Commercial Registry as a condition precedent to the effectiveness of the transfer. Under the proposal, a person would not acquire full membership status — with all associated political and economic rights — until the transfer is formally entered in the registry.

This is a significant shift. Today, ownership of equity interests in Spanish SLs is largely tracked through an internal shareholders’ register maintained by the company itself. That register is private, not subject to general public access, and in practice frequently outdated or incomplete. There is no systematic obligation to deposit changes in the register with any public authority in real time, and third parties have no reliable way to verify current ownership without the company’s cooperation.

The reform would replace that logic with a system based on registration and traceability. The Commercial Registry would become the formal source of record for the ownership of equity interests, capturing not only current holders but also the full historical chain of transfers, encumbrances and changes of control.

But access to that information is not open to everyone.

The proposed reform establishes a tiered access regime:

Level	Who can access	What they can access
Full access (free)	Public administrations, competent authorities, the company itself, shareholders, and holders of securities or encumbrances over equity interests	Complete content of the shareholders’ register, both current and historical
Current data only	Natural or legal persons who demonstrate legitimate interest, at the discretion of the competent registrar	Current data only, not historical records
Public access (limited)	Any person	Only essential information, subject to personal data protection rules

This is not a system of open public access. It is a system of filtered access, with different tiers depending on who you are and what you can demonstrate.

Why This Matters for Asset Recovery

For international practitioners working on cross-border enforcement, fraud disputes, insolvency proceedings or pre-judgment freezing strategies, the implications could be significant.

The first and most immediate benefit is historical traceability for qualified users.

Under the propsed reform, shareholders and holders of rights or encumbrances over equity interests will have free access to the complete historical record of the shareholders’ register deposited in the Commercial Registry. That includes the chain of transfers, changes of control and encumbrances. In a registration-based system, that history becomes centralised and auditable in a way it is not under the current internal register model.

The second benefit relates to encumbrances and security interests. The reform explicitly grants holders of rights or encumbrances over equity interests access rights. That visibility over pledges, charges and other security interests makes it significantly easier to assess whether a target asset is already encumbered — and whether enforcement action is viable or likely to be defeated by prior claims.

The third, and arguably most powerful, implication concerns evidentiary value and legitimisation. Under the proposed new regime, the Commercial Registry’s certification of registered equity interests will constitute sufficient title for legitimisation purposes. If a shareholder or creditor can obtain a registry certification stating who holds the equity interests, that certification will be treated as valid evidence of standing. In litigation involving allegations of asset concealment, alter ego structures or fraudulent dissipation through corporate vehicles, that standardised evidentiary title fundamentally changes the evidentiary landscape. It reduces the scope for defendants to contest ownership at every turn and simplifies the burden of proof in complex multi-party proceedings.

Finally, the reform makes pre-judgment tracing and freezing strategies substantially more effective for qualified users. Identifying whether a debtor holds equity interests in Spanish SLs, assessing their value and seeking interim measures in Spanish courts currently requires overcoming significant practical obstacles. A registration-based system with centralised historical records and registry certification as legitimising title would reduce those obstacles considerably — for creditors and holders of encumbrances, at least.

The Limits of Registration-Based Transparency

The reform rests on a premise that deserves scrutiny: that more registration produces more transparency. That equation is intuitive, but it only holds if two conditions are met simultaneously. First, that market participants actually comply with the obligation to register. Second, that what is registered faithfully reflects the underlying economic reality. Neither condition can be taken for granted — and in the cases that matter most to asset recovery practitioners, both are likely to fail.

The Spanish notarial profession has raised a concern that goes beyond professional self-interest. The current system requires notarial intervention before a transfer is formalised, providing a real-time control of legality: the notary verifies identity, capacity, compliance with the company’s articles and consistency with applicable law. That control is preventive and mandatory. Under the proposed system, transfers could be formalised through electronically signed private documents and submitted directly for registration. The registry would then perform its own qualification, but without the same front-end verification that notarial intervention provides.

The structural risk is this: if registration is a condition precedent to the effectiveness of the transfer but there is no effective mechanism to compel timely registration, parties can agree a transfer, execute it economically and simply delay or avoid registration indefinitely. The consequences of non-registration fall on the acquirer — who does not formally become a member until registered — not on the transferor or on third parties who may already have received consideration. In a straightforward commercial transaction between cooperative parties, that creates an incentive to register promptly. In a fraudulent transaction, it creates the opposite incentive.

This is not a marginal concern. In asset dissipation scenarios, the goal is frequently to ensure that the transferor continues to appear as the formal owner while having already surrendered economic control. A registration-based system where ownership does not take effect until entry in the registry, but with no mandatory preventive control, can facilitate precisely that outcome: the transferor remains on the register, assets move in the background and the registry, far from providing a reliable map of ownership, becomes a record of a reality that no longer exists. The most sophisticated actors in asset concealment are not careless about formal registration. They are expert at managing the gap between formal title and economic control. A system that widens that gap may, paradoxically, serve their interests better than the one it replaces.

There is also a second-order risk. If compliance with registration obligations is uneven — as it invariably is in any self-reporting system without robust enforcement — the Commercial Registry could create a two-tier landscape: diligent, low-risk transfers that are promptly registered alongside a parallel, informal market of unregistered transfers that are selectively disclosed when convenient. That is not transparency. That is a formal transparency layer over a persistently opaque substrate.

The “Legitimate Interest” Question

A critical element in the reform’s access regime is the third tier: access by persons who demonstrate legitimate interest at the discretion of the competent registrar. This is not a minor detail. It is the category that matters most for asset recovery practitioners who are not yet shareholders or holders of encumbrances — the very people who need access during the investigation phase, before they have formal standing.

“Legitimate interest” (interés legítimo) is, as jurisprudential doctrine in Spain has long recognised, an indeterminate legal concept. It has no statutory definition. Its concrete meaning emerges from administrative practice and, ultimately, from judicial interpretation if the registrar denies access and the decision is challenged.

The draft law provides no operational criteria for determining what qualifies as legitimate interest. Does a creditor pursuing enforcement against a debtor with suspected Spanish equity interests qualify? Does a litigant in pending proceedings involving alleged fraud qualify? Does an insolvency practitioner investigating asset dissipation qualify? The text is silent. The registrar will have discretionary power to assess each request on a case-by-case basis.

That discretion creates two practical implications for practitioners.

First, there is a risk of inconsistent decision-making. Different registrars may apply different standards for what counts as legitimate interest. Some may interpret it broadly and allow access for creditors investigating potential fraud. Others may interpret it narrowly and require something closer to a formal enforcement proceeding already underway. That fragmentation is itself an obstacle to reliable cross-border asset tracing.

Second, the discretionary element introduces uncertainty at the investigation stage. An asset recovery practitioner conducting pre-litigation tracing work cannot rely on access as of right. Access must be requested and justified, and the outcome depends on the registrar’s assessment. That uncertainty is incompatible with the kind of reliable, predictable access that effective cross-border enforcement requires.

The comparison with the UK’s PSC register is revealing. In the UK, anyone can consult the register without justification. In Spain, a third party must demonstrate legitimate interest, subject to registrar discretion. That is not a small difference. It is a fundamental structural divergence between models of transparency: open access versus filtered access.

The same indeterminacy problem exists in Spain’s dedicated beneficial ownership register, the Registro Central de Titularidades Reales (RCTIR). Access to the RCTIR is also conditioned on demonstrating legitimate interest to the satisfaction of the competent authority. The informed practitioner is therefore moving between two registers with similar access barriers: the RCTIR for beneficial ownership information, and the Commercial Registry for formal equity ownership information. Neither is truly open. Both require some form of qualification.

The question for asset recovery practitioners is not whether Spain’s reform is more or less transparent than the current regime. It is whether the reform is more or less transparent than systems that do not condition access on registrar discretion. The answer, for an international audience accustomed to the UK model, will generally be no.

A Deeper Incoherence: Two Systems, One Indeterminate Concept

The paradox at the heart of this reform is not about access being more or less open. It is about two overlapping systems both relying on the same indeterminate concept to gatekeep access, while operating under different regulatory logics.

The RCTIR restricts access citing fundamental rights and the CJEU’s November 2022 ruling, which held that unrestricted public access to beneficial ownership registers violates the fundamental right to privacy under the EU Charter. Access is conditioned on legitimate interest, but the concept is not defined. Practitioners must demonstrate legitimate interest to the satisfaction of the authority, on a case-by-case basis.

The Commercial Registry reform now establishes the same gating mechanism for equity ownership information: legitimate interest at the discretion of the registrar. A person who cannot access the RCTIR because they cannot demonstrate legitimate interest may not be able to access the Commercial Registry for the same reason, despite the information being different in form (formal equity ownership versus beneficial ownership).

The two systems are converging on the same subject matter — who controls what in a Spanish company — while applying the same indeterminate legal standard to gate access. The result is not necessarily incoherence, but it is not a transparent or predictable framework either. It is a system where the operational question shifts from “can I access this information?” to “can I convince the registrar that I have legitimate interest?”

For asset recovery practitioners, the practical implication is clear: the Commercial Registry, if the reform proceeds, will provide useful tools for tracing equity interests in Spanish SLs — but only for those who already have standing or can convince a registrar they have legitimate interest. It will not be a universal tracing instrument. It will not solve the fundamental challenge of cross-border beneficial ownership tracing for practitioners in the early investigation phase who do not yet have formal standing.

The deeper question — which neither the reform nor its critics have fully addressed — is whether Spain, and the EU more broadly, needs to make a deliberate choice about what “legitimate interest” actually means in this context. Is it any creditor investigating potential fraud? Is it only creditors in formal enforcement proceedings? Is it only litigants in pending proceedings? Until that question is answered with normative precision rather than leaving it to registrar discretion, the access regime will remain uncertain and unpredictable for international practitioners.

The European Dimension

The RCTIR’s restrictive access regime is not an anomaly. It reflects the wider European retreat from open public access to beneficial ownership registers following the CJEU’s November 2022 ruling. Most Member States suspended public access to their registers shortly thereafter, and the European framework is still being recalibrated.

The result is a fragmented and often frustrating landscape for cross-border tracing. Spain’s RCTIR is restrictive. Luxembourg’s RBE has had similar access limitations. The Netherlands, Belgium and other Member States are navigating their own post-CJEU adjustments. Even where interconnection mechanisms exist — such as the BORIS system — practical coverage and data quality remain inconsistent. That fragmentation is compounded when national access tholes rely on indeterminate legal concepts like legitimate interest rather than clear statutory criteria.

Against that backdrop, the UK’s People with Significant Control (PSC) register at Companies House stands out as a comparatively open model: free, publicly accessible, requiring no justification, and from November 2025 subject to mandatory identity verification for directors and PSCs. Its limitation — it captures control rather than economic benefit, and does not fully pierce trust structures or nominee arrangements — is well known to practitioners. But its accessibility makes it a meaningfully different tool in tracing exercises.

The broader point is this: across jurisdictions, we are moving in different directions simultaneously. Some systems are becoming more open; others more restricted. Some rely on corporate registries; others on dedicated UBO frameworks. None has fully solved the fundamental challenge of cross-border beneficial ownership tracing, and the fragmentation is now compounded by indeterminate access criteria at the national level.

A Question Worth Asking

Spain’s proposed reform — framed as an anti-corruption and transparency measure, not primarily as an asset recovery tool — may end up being more useful to insolvency practitioners and recovery lawyers who already have standing or can convince registrars they have legitimate interest, than to the compliance professionals or early-investigation practitioners it was nominally designed to serve. That gap between legislative intent and practical effect is itself worth noting.

But the more important question goes beyond Spain. Are corporate registries gradually evolving from instruments of corporate publicity into tools of asset tracing and enforcement? And if so, does that represent a coherent policy choice — or simply an unintended consequence of overlapping regulatory frameworks that have never been properly aligned?

For practitioners, the answer matters less than the practical implication. What matters most for effective tracing is not the existence of a register, nor whether the reform offers registration-based traceability. What matters most is the practical ability to access, verify and connect information across borders without having to convince a discretionary authority that you have legitimate interest on a case-by-case basis. A registration-based system for equity interests in Spanish SLs would be a meaningful step forward for qualified users. But for international practitioners in the early investigation phase, where the indeterminate concept of legitimate interest is the gatekeeper, it is only one piece of a much larger puzzle — and the puzzle, across jurisdictions, is far from complete.