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.
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.
The phantom shares contract constitutes an alternative form of remuneration of key executives and managers. Among its various advantages, a company can retain and motivate staff or convert fixed costs into variables.
Phantom shares constitute a mechanism widely used by start-ups to reward talent. Unlike what happens with stock options, phantom shares are not an offering of the company’s real shares but are rather fictitious.
The modification of the bylaws is a regular situation in the life of any commercial business that consists of adapting its basic model of organization and operation to the changes experienced by the company.
A director is any natural or legal person, who, directly or through representation, exercises the management or administration functions of a company.
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.
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).