The representative of body corporate director cannot be a de facto director
A director is any natural or legal person, who, directly or through representation, exercises the management or administration functions of a company.
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.
How to prevent the paralysis of corporate bodies in Spain
The dissolution of capital companies based on the paralysis of corporate bodies is a question to be answered on a case-by-case basis, since the legal requirement to apply this measure is different according to the state in which the body finds itself.
Duties and functions of members of the Board of Directors in capital companies
Within 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).
Preliminary Draft of the Corporate Confidentiality Act in Spain
The new legislation extends the protection of the business secrets to the so-called “infringing goods”. This refers to those products and services whose design, characteristics, functioning, production process or marketing significantly benefit from business secrets unlawfully disclosed, exploited or acquired.
Article 348 bis, on a business partner’s right of separation
Article 348 bis of the LSC recognizes the right of separation of the partner due to lack of distribution of dividends. The article, among others, resolves the concrete case of a stockholder who expects to leave the company and who has not indicated so explicitly in the committee.
About the salary of executive directors
The Supreme Court, in its February 26th, 2018 decision, decided on the controversial question of the salary of administrators and its control on part of the partners. The ruling goes against the position of the General Directorate of Registries and Notaries (GDRN) and the majority doctrine.
The abusive exercise of the shareholder’s right to information
The shareholder’s right to request for information about the company is a fundamental right. However, it is not an unlimited or absolute right. In this regard, the Spanish Supreme Court has already ruled this in different judgments.
The filing of annual accounts of branches of foreign companies in Spain
One 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.
The transfer of businesses under the asset purchase agreement
After carrying out the corresponding due diligence process to analyse the accounting, fiscal and legal situation of a business, it is vital to formalize the purchase and sale through the most appropriate legal instrument according to the characteristics of the project
Incorporation of a company in Spain in 10 steps
In this 10 steps list we briefly explain the major actions to take in order to incorporate a company in Spain and start your activity within the country.