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.

Corporate crimes

Corporate crimes in Spain

The growing relevance of companies, their partners, and administrators as economic actors has also introduced the proliferation of corporate crimes such as false accounting, abusive and harmful agreements, or the denial of corporate rights.

Non-refundable contributions by shareholders

Non-refundable Contributions by Shareholders in Spain

Non-refundable contributions are an effective and immediate mechanism for injecting funds into a company. Its purpose may be to solve the company’s financial imbalance, provide liquidity to the company or undertake a specific project. Unlike capital increases, non-refundable contributions do not require formalization in a public deed, nor registration with the Commercial Registry.

deadlines annual accounts

Changes in the Deadlines for the Preparation and Approval of Annual Accounts

At the end of the fiscal year, the administrators of the company are responsible for preparing the annual accounts, convene an ordinary general meeting to approve them and deposit the accounts at the Commercial Registry.

Amendment of the Corporate Enterprises Act

Changes for shareholders after the amendment of the Corporate Enterprises Act

On 24th May 2019 was published the draft law amending the Corporate Enterprises Act and other financial rules in Spain. Its objective is to adapt them to the European legislation (Directive (EU) 2017/828) in terms of promoting the long-term involvement of shareholders in listed companies.

Company director versus senior manager

Company Representation in Spain: Company Director or Senior Manager?

Although the duties of company directors and senior managers may overlap, their rights and obligations to the company differ considerably. While the former is subject to commercial legislation, the latter is subject to labour law.

A Shareholders’ Right to Withdrawal Due to a Lack of Dividend Distribution

A Shareholders’ Right to Withdrawal Due to a Lack of Dividend Distribution

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.

Managerial positions within a company in Spain

Managerial positions within a company in Spain: functions and legal regime

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).

Executive director

The executive director: concept, nature and remuneration

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-.

New obligation to register company service providers at the Commercial Registry

New obligation to register company service providers at the Commercial Registry

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 Club in Spain

Can I open a Cannabis Social Club in Spain?

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.