We analyze the numerous judgements of the High Court regarding the existence or not of transfer of undertaking when a company acquires a productive unit of another company in the liquidation phase of the insolvency proceedings.
Author Archive for: Rosario Rodriguez
About Rosario Rodríguez
Having graduated with a Law degree, Rosario Rodríguez specialises in business law and company formation in Spain. Working languages: Spanish, French and English. For any query Contact Rosario Rodríguez
Entries by Rosario Rodríguez
In times of crisis, companies may find themselves in a legal cause for dissolution. In this article, we analyse when they should initiate a bankruptcy proceeding and when they should opt for the dissolution and liquidation of the company.
During the insolvency proceeding, the so-called ‘Sixth Section’, if opened, will determine whether or not the bankruptcy is negligent, as well as the liability of the company directors. We analyse if it is possible to attribute this liability to the parent company.
Following the decree of the State of Alarm, the Spanish Government has approved a package of measures on labour Law (by easing the suspension of employment contracts) and insolvency Law, in order that companies can better cope with their lack of liquidity.
The Sole Additional Provision of the Law 10/2010 of 28 April establishes a new requirement to register on the Commercial Registry. This requirement extends to all professionals providing certain services to companies, whether natural or legal persons.
The Spanish Ministry of Industry and Competitiveness has suspended the Franchisor Registraty in Spain and thus, the obligation for all franchisors to register. This Registry was used as an information mechanism to keep track of the existence of franchises and their development in Spain.
Within the Board of Administration of the capital companies exist distinct responsibilities to which are attributed a series of particular functions. Regarding the distribution of positions within a Board of Directors, it is important to have clear distributions to the President, the Secretary and the rest of the members of the Board of Directors (members).
Investment in Spain through acquiring shareholdings in a Spanish company requires a series of steps in order to ensure the successful conclusion of the transaction. These are, in brief: the letter of intent, the due diligence process, the signing of the purchase/sale agreement, the closure of the transaction and the closing operations, or post-closing of the transaction.
One of the most problematic issues facing Spanish branches of foreign companies is the filing of accounts. In Spain, the Mercantile Registry Regulations provide for the possibility of filing the accounts of the company itself, when there is the so-called ‘equivalence control’ in both countries, or by submitting ad-hoc accounts in relation to the activity of the branch in Spain.
Article 348.bis, which recognizes the right of exit of a minority shareholder due to failure to distribute dividends, entered into force on the 1st of January 2017 after the suspension of its validity by means of a transitional provision of the Corporate Enterprises Act, approved on the 2nd of October 2011.