Selling shares is a common way to obtain liquidity and restructure a company’s shareholding in Spain. However, it is crucial to consider certain legal aspects before proceeding with the transaction to avoid any potential issues in the future.
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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 lack of specific regulation on labour matters does not exempt directors from liability if they occur in labour and social security infringements.
It was necessary to create a specific regulatory framework for startups in Spain. They represent the basis of the new digital economy, create highly qualified jobs and have growth potential.
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.
At the end of the fiscal year, the administrators of the company are responsible for preparing the annual accounts, convene an ordinary general meeting to approve them and deposit the accounts at the Commercial Registry.