The representative of body corporate director cannot be a de facto director
A director is any natural or legal person, who, directly or through representation, exercises the management or administration functions of a company.
How to prevent the paralysis of corporate bodies in Spain
The dissolution of capital companies based on the paralysis of corporate bodies is a question to be answered on a case-by-case basis, since the legal requirement to apply this measure is different according to the state in which the body finds itself.
Article 348 bis, on a business partner’s right of separation
Article 348 bis of the LSC recognizes the right of separation of the partner due to lack of distribution of dividends. The article, among others, resolves the concrete case of a stockholder who expects to leave the company and who has not indicated so explicitly in the committee.
The letter of intent in the context of M&A transactions in Spain
The letter of intent is a written document that serves as a starting point for mergers and acquisitions. Among the most common main clauses are included the terms of the transaction, the exclusivity, the confidentiality and the legal audit.
The abusive exercise of the shareholder’s right to information
The shareholder’s right to request for information about the company is a fundamental right. However, it is not an unlimited or absolute right. In this regard, the Spanish Supreme Court has already ruled this in different judgments.
The Share Purchase Agreement: Signing and Closing
The purchase agreement of corporate shares or holdings is a document that establishes conditions that will govern the transfer of the company and it applies to all forms of non-listed companies.
Taxation on the transfer of branches of activity
Although the sale of assets is generally subject to Value Added Tax (IVA) and Capital Transfer and Stamp Tax (ITPyAJD), the transfer of a complete branch of activity or business in Spain has flexible taxation.
Financial assistance rules in Spain
In Spain, article 143 of the Capital Companies Act regulates financial assistance to limited companies and article 150 to public limited companies. The current prohibition prevents a company from contributing financially to the acquisition of its own shares or stocks by a third party.
Contractual guarantees in Spain: the personal guarantee
Personal guarantees include personal securities, which can be characterized as an ancillary obligation, since it depends on the main obligation, and as a subsidiary obligation as well, in that only if the principal debtor fails to comply is it possible to demand payment of the debt from the guarantor.
Enforceable contractual guarantees: the bank guarantee payable on first demand
Among enforceable personal contractual guarantees, the bank guarantee payable on first demand stands out. With this type of guarantee, a banking institution commits to respond to the fulfilment of an obligation, automatically and immediately, and without the ability to demand clear evidence of noncompliance.
