Based on the amendments of the Capital Companies Act of May 2015, a board will have the power to change the registered office of a company within the Spanish territory, unless the company’s bylaws grant this power to the general shareholder’s meeting.
The management of an LLC in Spain is determined by its administrative organs, provided by law or statute, but also by the assembly of shareholders, either universal or general, ordinary or special/extraordinary.
Article 168 of the Corporations Act in Spain establishes that minority shareholders of a company may request that the directors of the company to convene a general meeting. They may also request the accounting documents of the company for their consideration.
Any citizen can participate in funding through the crowdfunding. Participatory Financing platforms must meet certain financial requirements as well as requirements concerning the exercise of their activity.
Following the new reform of the Corporations Act, only shareholders may challenge corporate resolutions in Spain. In addition, the period to challenge a corporate resolution is fixed to one year.
There are legal and statutory reasons for excluding a shareholder in Spain. Any shareholder who voted for an exclusion resolution is entitled to bring an exclusion action on behalf of the company.
According to the new reform of the Spanish Penal Code, a company’s criminal responsibility depends on its compliance with the duty of supervision and control established by the legislation, in which case it may be exonerated of the crime.
Challenging corporate resolutions, generally by minorities against majorities, occur more and more often before courts. The amendments to the law of corporations in Spain will minimize these conflicts.
Apart from a fine that a court may impose on a company found criminally liable in Spain, there are other consequences, just as harmful, that may affect the company.
A company will be exempted from criminal liability for crimes committed on its behalf if it has implemented a crimes prevention plan and if it has fulfilled the requirements of control and surveillance demanded after the Spanish Penal Code reform.
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