In the Spanish legal system, pre-contractual documents play a fundamental role in shaping future contractual relationships and can create obligations and liabilities, such as the duty to act in good faith and maintain confidentiality.
Royal Decree-Law 5/2023 introduces significant changes to modernize and simplify the processes of structural modifications in Spain—a key evolution toward business efficiency and competitiveness.
The Law 11/2023 introduces the establishment of limited liability companies through monetary contributions in a fully online process, thus streamlining commercial registration procedures in Spain.
Royal Decree-Law 5/2023 includes new regulations regardomg Law 3/2009 and introduces standard provisions applicable to all structural modifications of commercial companies, and specific adaptations for each type of operation.
If a foreign company’s main activity is in Spain, it must have a corporate presence in Spain, either through the creation of a subsidiary, branch, commercial office or the acquisition of an existing business. Each option has its own legal and tax requirements, and the choice will depend on the business needs and objectives.
The concept of loyalty shares was heavily involved in the subsequent changes to the reform of the Spanish Companies Act (Ley de Sociedades de Capital). Its introduction aims to reinforce the attractiveness of the corporate regime in Spain to investors.
The capital increase through credit compensation reduces the risk of insolvency and avoids the declaration of insolvency proceedings, thus providing a solution for companies with high liabilities.
The possibility of designating a Foreign Director is one of the most pertinent questions for foreign individuals and companies intending to develop a business via a capital company in Spain.
Law 5/2021, dated 12 April, which amends the Revised Text of the Spanish Capital Companies Act, introduces the possibility of holding general shareholders’ meetings exclusively through telematic means.
The growing relevance of companies, their partners, and administrators as economic actors has also introduced the proliferation of corporate crimes such as false accounting, abusive and harmful agreements, or the denial of corporate rights.
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