Business changes introduced by the new Commercial Code in Spain

Among the main changes brought by the New Commercial Code, we highlight the regulation of companies, representation of business owners, business regarding companies and the Trade Registry.

The concept of business owner covers farmers and craftspeople, as well as those that carry out intellectual, scientific and artistic activities, and provide professional services, provided that their goods and/or services are intended for the market. It includes all legal entities that carry out activities envisaged in the Code, such as associations and foundations, and also organisations without legal-entity status.

Moreover, the general requirements concerning business owners’ ability to carry out their activity, whether on their own behalf or by means of their legal representatives, are regulated. Non-emancipated minors and people with disabilities will be able, by means of their legal representatives, to continue to carry out the activity relating to the company that they receive via a donation, inheritance or legacy, or in which they had been working when the determining cause of their disability occurred.

Pecuniary liability

The pecuniary liability of limited liability company owners is also regulated. This encompasses the exclusion of their usual place of residence from any liability arising from the performance of economic activities, in accordance with the provisions contained in the Law of Support of Entrepreneurs and their Internationalization, dated 27th September 2013.

As part of the commercial representation, employees as well as general and special representatives or proxies are included, based on whether their powers of attorney apply to all the activities or only to some specific actions relating to the company.

Goodwill and creditors’ meetings

The company is an organization composed of various elements which give rise to a new asset: goodwill. The premises and facilities in which the business owner carries out their activity are defined as establishments. In addition, a distinction is made between the head office and the branches, and any other secondary or ancillary establishments.

One of the changes included in the Commercial Code refers to creditors’ meetings. It regulates the transfer of the company as a whole and, unless agreed otherwise or in the event of lack of consent of the counterparty, it encompasses the assignment of the contracts entered into while conducting the business activity, the assignment of credits generated during such period, and the undertaking by the acquiring party of any debts that stem from the accounting and business documentation, with regard to which the assignor is liable jointly and severally.

The Trade Registry regulation uses technological tools, such as the central electronic platform, which enables public access to enquiries, and the electronic support service for individual record pages, proof of publicly recordable documents, or issuance of certificates or informative notes.

This article is not considered as legal advice

Mariscal & Abogados specializes in providing legal advice and effective business solutions to companies in the drafting, negotiation and analysis of all types of commercial contracts (sale, purchase, loan, supply, etc.). If you have a query, do not hesitate to Contact us.