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.
On 24th May 2019 was published the draft law amending the Corporate Enterprises Act and other financial rules in Spain. Its objective is to adapt them to the European legislation (Directive (EU) 2017/828) in terms of promoting the long-term involvement of shareholders in listed companies.
Although the duties of company directors and senior managers may overlap, their rights and obligations to the company differ considerably. While the former is subject to commercial legislation, the latter is subject to labour law.
The December 2018 reform of article 348 of Real Legislative Decree 1/2010, 2nd July, approving the consolidated text of the Law on Capital Companies, amends and clarifies the necessary conditions for a shareholder’s right to withdrawal due to a failure to distribute dividends in accordance with the mentioned law.
When a foreign company decides to start an activity in Spain through a subsidiary company, it has two ways to do so: either the incorporation or the acquisition of a shelf-company. The choice of one or the other will depend on the circumstances.
Any 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.
The 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.
Among 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.
The 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.
The 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.
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