The modification of the bylaws is a regular situation in the life of any commercial business that consists of adapting its basic model of organization and operation to the changes experienced by the company.
A director is any natural or legal person, who, directly or through representation, exercises the management or administration functions of a company.
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 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 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 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 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.
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.
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.
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.
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