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 Corporate Enterprises Act in Spain requires an agreement on the appointment of a managing director if the executive power is vested in a board member. The appointment of the managing director shall require the favourable vote of two-thirds of the board members.
Conflicts between shareholders may be one of the main causes of the termination of many companies. The best solutions for conflicts are to prevent and avoid them. These solutions may consist of procedural protocols that include clauses or formulas of resolution in a company’s own statues, or by using extrajudicial dispute resolution mechanisms.
Many entrepreneurs or managers decide to “let a company die” or fail to communicate to the Spanish Treasury its inaction, understood as the discontinuation of activities set out in its corporate purpose and statutes and not generate income from these activities.
Under Spanish Law, there are different options to seek compensation for breach of a shareholder’s agreement, which are agreements that, although not mandatory, are highly recommended since they prevent future problems between partners and a company.
Among the objectives of the Code of Good Governance are: to manage the maximum levels of competitiveness of Spanish companies, to generate trust and transparency for national and foreign shareholders and investors, to enhance the internal control and corporate responsibility of companies and to assure the adequate distribution of functions, tasks and responsibility within companies.
The Spanish Constitutional Tribunal concludes that the quantity of the judicial court fees (both the fixed and the variable fees) are disproportionate for companies and could dissuade them when it comes to lodging a complaint with Judicial Tribunals.
Useful information for entrepreneurs interested in the cross-border transfer of a company’s registered office, focusing on the practical aspects of cross-border transfers rather than on the technical details of the transfer itself.
Based on the Capital Companies Act governing in Spain, tribunals consider the absence of the director or directors of a company during general shareholders’ meetings as cause for the nullification of the meeting.
The Spanish patent box is not a Spanish company form, but a privileged form of investment for Spanish companies. Its purpose is tax savings for intellectual property income. Thus, the attractiveness of the business location in Spain and its internationalization is promoted. The legal basis is Article 23 of the Corporate Income Tax Law. The usual corporate forms include the Limited Liability Company and the Public Limited Company.
The purpose of an ETVE, a Spanish holding company, is to restrict the double taxation of income of Spanish companies. The aim of this special tax position is to promote the Spanish economy through tax cuts and the expansion of companies abroad.