Company law and corporate governance refer to the appropriate company management and control structures as well as the rules which regulate the power relation between owner, administration board, etc. Its function is to protect the interests of the company and its shareholders and to eliminate, mitigate or resolve any conflict.
The December 2018 reform of article 348 of Real Legislative Decree 1/2010, 2nd July, approving the consolidated text of the Law on Capital Companies, amends and clarifies the necessary conditions for a shareholder’s right to withdrawal due to a failure to distribute dividends in accordance with the mentioned law.
Within the organisation of a company there are several managerial positions. Materially they differ in terms of their functions, but also formally, since each of them is subject to a different legal system, with the consequences that derive from it (labour or commercial relationship).
The executive directors are members of the board of directors of a company that combine management and deliberative functions -proper for directors-, with decision execution functions -associated to the figure of senior executive-.
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.
Cannabis Social Clubs are registered as non-profit associations and lack specific regulation in Spanish legislation. Their legal vacuum has been replaced by recent jurisprudence by the Supreme Court.
When a foreign company decides to start an activity in Spain through a subsidiary company, it has two ways to do so: either the incorporation or the acquisition of a shelf-company. The choice of one or the other will depend on the circumstances.
Any shareholder holding a certain percentage of the company (5 % in the case of limited liability companies, and 1 % in the case of public limited companies, unless statutory provisions have reduced these percentages) is entitled to require the administrators to have a notary present to record the minutes of the general meeting.
The Law of Capital Companies in Spain establishes that administrators are responsible for depositing the annual accounts. Failing to do this may result in the imposition of sanctions on the company and the closing of its registry, which would prevent registration of the company’s acts and documents.
Among the advantages of converting from an autonomous worker to a limited company includes professional commercial image, limited liability, easy access to banking finances and lower taxes when the benefits are high.
This article addresses the concept of the so-called ‘stock options’ -or action plans for employees in its Spanish translation- as it represents an additional compensation that has spread very quickly in Spain.