Commercial contracts in Spain are governed by the Code of Commerce. Knowing its legislation is fundamental to carry out any operation in a secure way such as acquisitions and sales of companies, joint ventures, OPAs, OPVs, commercial sales as well as any kind of contract (representation, commercial distribution, national sale of merchandise, intra and extra EU, etc.).

The nature of penalty clauses in contracts

Penalty clauses in commercial contracts are extra obligations provided in the commercial contract. Their increasing use aims to ensure compliance with the primary obligation in that incompliance allows for reimbursement.

terms-and-conditions

Terms and choice of jurisdiction in Spain

The terms and conditions must be transferred demonstrably. Central provisions such as the choice of law or jurisdiction are contained only in the terms and conditions. Therefore rightful inclusion of terms and conditions (best by brief confirmation in a slim framework agreement) guarantees these central provisions.

Modernization of corporate governance in Spanish corporations

According to corporate regulations in Spanish corporations, the remuneration of the members of the Board of Directors must be approved during the annual general meeting, at least once every three years.

Court fees applicable to legal entities in Spain

In their ruling 140/2016 of 21 July 2016, the Plenum of the Spanish Constitutional Court resolved the appeal brought by the Parliamentary Socialist Group of the Congress of Deputies against Law 10/2012, of 20 November 2012, regulating fixed fees in the context of the administration of justice and the National Institute of Toxicology and Forensic Science.

The right to information of shareholders in Spain

Article 93 of the Law on Corporations (LSC) recognizes the right to information of shareholders and regulates separately limited liability companies (article 196) and public limited companies (article 197).

The impact of Brexit in Spain

The fall in the price of Spanish companies with a greater presence in the UK, the uncertainty in the banking sector, the reconfiguration of power in the European Union or the need for new trade agreements, are just some of the consequences resulting from the departure of the UK from Europe

Spain combats Money Laundering

The fight against money laundering focuses on eliminating the laundering of funds or assets obtained through illegal activities. Not only are credit institutions and investment service companies obliged to comply with national and international legislation, but so are notaries, lawyers, and prosecutors.

Financing Support to Entrepreneurs in Spain

Some of the financing measures the Entrepreneurs Law introduces to support investments in Spain include the refinancing agreement, the procedure for appointment of an independent expert, the public deed mortgages and bonds of internationalization and the minimum share capital of mutual guarantee companies (MGC).

Initiation of an Entrepreneurial Activity in Spain

By means of Law 14/2013 (“Entrepreneurs Law”), Spain has undertaken different reforms to create growth and employment and promote the initiation of entrepreneurial activities. Some of these measures include the constitution of a company by public deed, the incorporation of a limited liability company using the DUE and the CIRCE systems without using their model bylaws and the discharge and onset of the activity of individual entrepreneurs and commercial corporations.

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Commercial measures to support entrepreneurs in Spain

The commercial measures to support entrepreneurs in Spain include simplifications for electronically legalizing corporate books, issuing electronic powers of attorney, organizing records and the requirements for economic and financial information.