Liability for transfer of undertaking in insolvency proceedingsWe 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.Read more
Insolvency Proceeding versus Company LiquidationIn 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.Read more
Negligent Bankruptcy in Spain and the Liability of the Parent CompanyDuring 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.Read more
Liquidity Solutions for Companies in Spain as a result of the State of AlarmFollowing 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.Read more
New obligation to register company service providers at the Commercial RegistryThe 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.Read more
The Franchisor registration is no longer required in SpainThe 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.Read more
Duties and functions of members of the Board of Directors in capital companiesWithin 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).Read more
Phases of the process of acquiring a companyInvestment 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.Read more
The filing of annual accounts of branches of foreign companies in SpainOne 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.Read more
The Right of exit of the Shareholder with the Entry into Force of Article 348. bisArticle 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.Read more