Notarial Deed of the General Shareholders’ Meeting in SpainAny shareholder holding a certain percentage of the company (5 % in the case of limited liability companies, and 1 % in the case of public limited companies, unless statutory provisions have reduced these percentages) is entitled to require the administrators to have a notary present to record the minutes of the general meeting.Read more
The Deposit of Annual Accounts in SpainThe Law of Capital Companies in Spain establishes that administrators are responsible for depositing the annual accounts. Failing to do this may result in the imposition of sanctions on the company and the closing of its registry, which would prevent registration of the company’s acts and documents.Read more
Conversion from an Autonomous worker to a Limited CompanyAmong the advantages of converting from an autonomous worker to a limited company includes professional commercial image, limited liability, easy access to banking finances and lower taxes when the benefits are high.Read more
Preliminary Draft of the Corporate Confidentiality Act in SpainThe new legislation extends the protection of the business secrets to the so-called “infringing goods”. This refers to those products and services whose design, characteristics, functioning, production process or marketing significantly benefit from business secrets unlawfully disclosed, exploited or acquired.Read more
About the salary of executive directorsThe Supreme Court, in its February 26th, 2018 decision, decided on the controversial question of the salary of administrators and its control on part of the partners. The ruling goes against the position of the General Directorate of Registries and Notaries (GDRN) and the majority doctrine.Read more
Corporate Housekeeping Duties in SpainFor legal existence in Spain, companies must fulfil important formalities. The so-called “corporate housekeeping duties” include the registration of the company with the commercial register, the keeping of the minutes of all the meetings of the shareholders and management, the careful management of an accounting and the timely submission of the annual accounts.Read more
The contract of the managing director in SpainThe Corporate Enterprises Act in Spain requires an agreement on the appointment of a managing director if the executive power is vested in a board member. The appointment of the managing director shall require the favourable vote of two-thirds of the board members.Read more
Conflict resolutions between shareholders and management executivesConflicts between shareholders may be one of the main causes of the termination of many companies. The best solutions for conflicts are to prevent and avoid them. These solutions may consist of procedural protocols that include clauses or formulas of resolution in a company’s own statues, or by using extrajudicial dispute resolution mechanisms.Read more
Obligations of inactive companies in SpainMany entrepreneurs or managers decide to “let a company die” or fail to communicate to the Spanish Treasury its inaction, understood as the discontinuation of activities set out in its corporate purpose and statutes and not generate income from these activities.Read more
The Code of good governance of listed companies in SpainAmong the objectives of the Code of Good Governance are: to manage the maximum levels of competitiveness of Spanish companies, to generate trust and transparency for national and foreign shareholders and investors, to enhance the internal control and corporate responsibility of companies and to assure the adequate distribution of functions, tasks and responsibility within companies.Read more
