For 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.
The 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.
Conflicts 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.
Many 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.
Among 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.
The Spanish Constitutional Tribunal concludes that the quantity of the judicial court fees (both the fixed and the variable fees) are disproportionate for companies and could dissuade them when it comes to lodging a complaint with Judicial Tribunals.
Useful information for entrepreneurs interested in the cross-border transfer of a company’s registered office, focusing on the practical aspects of cross-border transfers rather than on the technical details of the transfer itself.
Based on the Capital Companies Act governing in Spain, tribunals consider the absence of the director or directors of a company during general shareholders’ meetings as cause for the nullification of the meeting.
Managers of a company assume liability for actions against third parties. Under the rules of the Spanish General Taxation Law, the Spanish Treasury can hold them accountable for the company´s unsettled tax debts.
The CIRBE (Centre of Risk Information of the Bank of Spain) is a public and confidential data base that collects information about direct and indirect risks for amounts greater than 6000 euros that credit entities have with their clients. Whenever a correction of information is needed, companies have three different possibilities to make a complaint.
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