Penalty clauses in commercial contracts are extra obligations provided in the commercial contract. Their increasing use aims to ensure compliance with the primary obligation in that incompliance allows for reimbursement.
In their ruling 140/2016 of 21 July 2016, the Plenum of the Spanish Constitutional Court resolved the appeal brought by the Parliamentary Socialist Group of the Congress of Deputies against Law 10/2012, of 20 November 2012, regulating fixed fees in the context of the administration of justice and the National Institute of Toxicology and Forensic Science.
Article 93 of the Law on Corporations (LSC) recognizes the right to information of shareholders and regulates separately limited liability companies (article 196) and public limited companies (article 197).
The fight against money laundering focuses on eliminating the laundering of funds or assets obtained through illegal activities. Not only are credit institutions and investment service companies obliged to comply with national and international legislation, but so are notaries, lawyers, and prosecutors.
Some of the financing measures the Entrepreneurs Law introduces to support investments in Spain include the refinancing agreement, the procedure for appointment of an independent expert, the public deed mortgages and bonds of internationalization and the minimum share capital of mutual guarantee companies (MGC).
By means of Law 14/2013 (“Entrepreneurs Law”), Spain has undertaken different reforms to create growth and employment and promote the initiation of entrepreneurial activities. Some of these measures include the constitution of a company by public deed, the incorporation of a limited liability company using the DUE and the CIRCE systems without using their model bylaws and the discharge and onset of the activity of individual entrepreneurs and commercial corporations.
The commercial measures to support entrepreneurs in Spain include simplifications for electronically legalizing corporate books, issuing electronic powers of attorney, organizing records and the requirements for economic and financial information.
A trade mark is a distinctive sign indicating products and services. Registration confers an exploitation monopoly to the depositor who can prohibit use of his or her distinctive sign by any third party. To protect his or her brand is essential; it prevents a third party from taking advantage of efforts invested in the product or service. In Spain, rights in trademarks are acquired with registration. A trademark is protected for ten years and is renewable infinitely.
The new rules applicable in Spain allow sending invoices by any means without an electronic signature and give equal validity to invoices on paper.
With the reform of the Spanish Penal Code, a company is liable for offenses committed by itself or by its employees acting on its behalf, if it cannot demonstrate that it has put in place the necessary means to prevent such criminal behaviour.
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