In Spanish corporate law, restrictions on the transfer of shares are essential tools to protect shareholder control, preserve the stability of the ownership structure and prevent unwanted third parties from acquiring interests in Spanish subsidiaries.
The role of the notary in shareholders’ meetings in Spain is essential to strengthen legal certainty and evidentiary value. Although notarial involvement may be voluntary or mandatory, the notary does not replace the chair or the meeting’s secretary.
Spain’s Organic Law 1/2025 has introduced MASC, or Adequate Means of Dispute Resolution, as a general pre-court requirement in civil and commercial matters. Its application to challenge corporate resolutions raises important questions for shareholders, directors and companies.
Shareholders’ agreements remain a key tool in Spanish corporate practice. However, Supreme Court Judgment 1713/2025 limits on where such agreements conflict with mandatory provisions of company law.
Organic Law 1/2025 introduces substantial changes to debt recovery proceedings in Spain: prior to initiating court proceedings, companies will be required to resort to ADR mechanisms, specifically confidential binding settlement offers, aimed at achieving swift and effective resolutions in commercial credit disputes.
We examine the legal framework governing the appointment of auditors in Spanish capital companies, highlight the situations in which an audit is mandatory, and explain the main advantages of a voluntary audit of accounts.
Exclusivity clauses are frequently included in commercial partnership agreements in Spain. We analyse their legal validity, the limits imposed by competition law, and the conditions for their lawful application.
What clauses should a good startup shareholders agreement include? We explain the key legal tools to protect your project from day one and avoid common mistakes – in clear and practical language.
Spain is one of the main gateways to the European and Latin American markets. For foreign businesses looking to establish a presence in Spain, a key strategic question often arises: Is it better to incorporate a new company or acquire a pre-existing shelf company? We analyse both options in terms of advantages, disadvantages, timeframes, and costs.
In the Spanish legal system, pre-contractual documents play a fundamental role in shaping future contractual relationships and can create obligations and liabilities, such as the duty to act in good faith and maintain confidentiality.
© 2026 Mariscal Abogados, S.L.P.
Legal NoticePrivacy PolicyCookies Policy