The razón social in five points:
- What the razón social is: the legal name of a company, the one stated in its articles of association and in the Commercial Registry; in everyday use it is a synonym for denominación social.
- Legal form included: the name of an S.L. or an S.A. carries the indication of its legal form or the abbreviation, placed at the end.
- Unique name: no company may adopt a name identical to one already registered, and the Central Commercial Registry certifies this before incorporation.
- Freelancers (autónomos): an individual invoices under their name and surnames, without a separate company name.
- Trade name: it is a different sign, under which the business presents itself on the market, and the exclusive right to it is acquired by its own registration.
Choosing the name of a limited company looks like the easy part of starting a business, until the first formality arrives and the term “razón social” appears. The notary asks for it, the registration forms ask for it and it appears on your invoices. Understanding what the razón social is, and what it is not, helps to pick, from the start, a name the Registry can accept.
Spanish rules use several similar terms: razón social, denominación social and nombre comercial (trade name). Each plays its own role with its own rules. Three laws sort them out: the Capital Companies Act, the Commercial Registry Regulation and the Trademark Act. On that basis come the examples for each legal form and the particular case of freelancers.
What a company’s razón social is
A company’s razón social is its legal name: the one stated in the deed of incorporation, in the articles of association and in the Commercial Registry. The Capital Companies Act puts it first among the items the articles must contain: the name of the company. It is also the name shown on its invoices and under which it identifies itself to clients, suppliers and public authorities.
If you are looking for what a company’s razón social is in the strict sense, the Commercial Registry Regulation holds the key. It allows public and private limited companies to have a subjective name or razón social, or an objective name. The first is built from people’s names, usually those of the partners, and the second refers to the activity or is a made-up name. In office language, razón social ends up being used for any legal name of a company.
For a limited liability company, the law requires the name to include “Sociedad de Responsabilidad Limitada”, “Sociedad Limitada” or the abbreviations “S.R.L.” or “S.L.”; for a public limited company, “Sociedad Anónima” or “S.A.”. The name goes in full, with that indication, on invoices, contracts and any document the company signs.
Razón social and denominación social
Between razón social and denominación social the difference is more historical than practical. Article 126 of the Commercial Code provides that a general partnership trades under the name of all its partners, some of them or only one, adding “y Compañía” in the last two cases, and calls that collective name the “razón o firma social”. The Commercial Registry Regulation keeps the idea: general and limited partnerships must carry the name and surnames, or just one surname, of their general partners.
The denominación social is the broader term. It covers the razón social and also objective names, which under the regulation may refer to one or more economic activities or be made-up names, as long as they do not refer to an activity outside the corporate purpose. That is why, when a form asks for the razón social or the denominación social, the same detail goes in: the full name of the company with its legal form.
Examples of a razón social
A few examples of a razón social show how the rules apply. The names in the table are invented; what matters is their structure, because the legal form or its abbreviation is part of the name and, when the abbreviation is used, it goes at the end.
| Legal form | Invented example | Type of name |
|---|---|---|
| Limited company | Talleres Ortega, S.L. | Subjective: a partner’s surname and a reference to the activity |
| Public limited company | Energía Litoral, S.A. | Objective: refers to the activity |
| Limited company | Brújula Azul, S.L. | Objective, made-up |
| General partnership | Pérez y Compañía, S.C. | Razón social with a partner’s surname and “y Compañía” |
| Freelancer | Laura Gómez Ruiz | Name and surnames of the individual |
The legal form does not count: when comparing two names, the Registry disregards it. “Brújula Azul, S.L.” and “Brújula Azul, S.A.” are considered identical, so the second one could no longer be registered.
Nor are the abbreviations a free choice. The Commercial Registry Regulation sets the permitted ones, among them S.A. for the public limited company, S.L. or S.R.L. for the limited company and S.C. or S.R.C. for general partnerships. Beyond its legal meaning, the razón social follows a fixed pattern: a name and, at the end, the legal form of the company.
A freelancer’s razón social
Anyone registered as an autónomo works as an individual: the Self-Employment Statute applies to individuals who habitually, personally and directly carry out an economic activity on their own account. A freelancer’s razón social, if the term is used at all, is their name and surnames. There is no separate name to reserve, and registration in the Commercial Registry is optional for a sole trader under article 19 of the Commercial Code.
An individual’s razón social shows up above all on their invoices. On a full invoice, the Invoicing Regulation requires the name and surnames, or the full company name, of the issuer and the recipient, as well as the issuer’s tax identification number. If you want your business to have a name of its own, such as “Estudio Gómez” or “Café del Puerto”, that name is a trade name and sits alongside yours. On a form that asks for an individual’s razón social, the holder’s full name goes in, exactly as it appears on their identity document.
Razón social and trade name
Many businesses present themselves to customers under a name other than the one in their articles of association, and that is where the difference between razón social and trade name lies: what each one does. The Trademark Act defines the trade name as the sign that identifies a business in commercial dealings and distinguishes it from other businesses with identical or similar activities. The razón social identifies the company in law; the trade name is how its customers recognise it.
| Aspect | Razón social | Trade name |
|---|---|---|
| What it identifies | The company as a legal person | The business in commercial dealings |
| Where it is registered | Commercial Registry, after the certificate of the Central Commercial Registry | Its own register under the Trademark Act |
| When it exists | Every company has one in its articles of association | When the business uses it; the exclusive right comes with registration |
| What it protects | That another company does not adopt an identical name | Exclusive use of the sign in economic dealings |
Trade name and razón social can coincide: the law itself accepts the business names and company names of legal persons as trade names. What changes is the protection. Registering the company prevents another from registering with an identical name, while the exclusive right to use a trade name is acquired, under the Trademark Act, by valid registration.
How the razón social is chosen and reserved
Before a company is incorporated, its name has to go through the Central Commercial Registry. The notary cannot authorise the deed of incorporation without the certificate showing that the name is not registered, so this step comes at the start of the timeline. There are four steps.
The legal form must appear in the name, which may not mislead about the identity of the company or consist only of the name of Spain, an autonomous community, a province or a municipality. Including a person’s name requires their consent, which is presumed if they are a partner.
It is requested from the Central Commercial Registry, also through its online office, with several names in order of preference (its guide allows up to five). The Registry assesses the request within three working days.
The name is reserved for six months from issue, but the certificate is valid for three months for executing the deed. If that period expires before signing, it can be renewed with the same name. If the company is not registered within those six months, the reservation lapses.
With a valid certificate the deed is signed before a notary and the company is registered in the Commercial Registry. Once the company is entered in the Registry, the name’s registration becomes definitive.
In the public deed, the name carries over from the certificate without changing a single letter, not even an accent or the dot of an abbreviation: it must match exactly the one shown in the negative certificate. The same certificate is requested to change the name of an existing company or to move its registered office from abroad.
When two names count as identical
The uniqueness rule goes beyond an exact match. Article 408 of the Commercial Registry Regulation considers two names identical when they differ only in details such as these:
Testing several variants before requesting the certificate saves repeating the step. The Central Commercial Registry lets you check whether a name is available; that check is indicative, because its result does not condition or prejudge the registrar’s later assessment, and the firm answer comes with the negative certificate.
Where the razón social appears
To find out what a company’s razón social is, looking at one of its invoices is enough: the rules require a full invoice to show the full name of the issuer and of the recipient; a simplified invoice only needs the issuer’s. The same name appears in its articles of association and on its sheet in the Commercial Registry.
When the company has a single shareholder, the name does not change, but the law requires its single-member status to be stated in all its documentation, correspondence, order forms and invoices. And if a company changes its name, the previous name is not freed up straight away: it lapses one year after the change is registered in the Commercial Registry.
The razón social in your Vivid business account
When you open a business account with Vivid, the company profile starts with its name: you are asked for the name, the legal form, the registration number and date (if applicable), the registered address and the operating address. To speed up the application, Vivid checks official registers and automatically fills in the information available about your company.
The company name is also shown on the account confirmation, a document you can download in the app and on the web with the IBAN, the BIC, the company name and its address. A company still being incorporated can choose S.L. or S.A. in formation when signing up and open a Founder Account, and self-employed people have the account for freelancers. This is what Vivid Business adds:
Your Vivid account in short: a business account with your company’s name, a Spanish IBAN and details filled in from official registers. You apply online and opening it costs nothing.
An account with your company’s name
Open a Vivid business account online with your company’s name, with a Spanish IBAN and the Free Start plan at €0 per month.
Frequently asked questions
What is the razón social?
It is the legal name of a company, the one shown in its articles of association, in the Commercial Registry and on its invoices. Strictly speaking, the Commercial Registry Regulation calls razón social the name made up of people’s names, but in everyday use it is a synonym for denominación social.
Is the razón social the same as the denominación social?
In practice, yes. Denominación social is the general term and razón social the variant with partners’ names. On any form the same detail goes in: the full name of the company with its legal form.
Does a freelancer have a razón social?
Not in the strict sense. A freelancer is an individual and invoices under their name, surnames and NIF. They can also use a trade name for their business.
Can the razón social and the trade name be different?
Yes. The razón social is the legal name and the trade name is the sign under which the business presents itself on the market. They may or may not coincide, and the trade name is protected by its own registration.
How long is a razón social reserved for?
Six months from when the Central Commercial Registry issues the negative certificate. For executing the deed, on the other hand, the certificate is valid for three months and can be renewed.
How many names can be requested at once?
According to the guide of the Central Commercial Registry, each certificate request accepts up to five names, in order of preference.
Where can you see a company’s razón social?
On its invoices, which must include the full name of the issuer, and in the Commercial Registry, where it is registered together with its articles of association.
This article provides general information and does not constitute legal advice. The rules cited come from the Capital Companies Act, the Commercial Registry Regulation, the Commercial Code, the Self-Employment Statute (Law 20/2007), the Trademark Act, Royal Decree 1619/2012 and the Central Commercial Registry, and may change. Vivid Money S.A. is an e-money institution authorised by the CSSF (Luxembourg); its branch in Spain is registered with the Banco de España under number 6731.
