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.


Approval of the Spanish Law for the Improvement of Corporate Governance by the Council of Ministers

The draft legislation for the improvement of corporate governance introduces modifications and instructions that promote strengthening the Spanish Law. The change will mainly affect listed companies, but it would also apply to other types of companies in Spain.

Application of cash basis in the management of the VAT in Spain

With the new Law of Entrepreneurs, which will enter into force in 2014, the new cash basis for managing the VAT willreplace the old accrual basis. With the new system, the supplier does not need to enter the VAT until the customer is charged and the customer cannot deduct the VAT until they have paid the invoice.


General meeting by video conference for limited partnerships in Spain

The use of remote methods for voting in general meetings of limited liability companies or for delegation in favor of a third party is not prohibited as long as a record of these actions can be found in some medium, film, magnetic band or computer.

Characteristics of the Universal Board Meeting of the Spanish LLC

The general meetings of limited liability companies can be ordinary or extraordinary. The ordinary general meeting must be held within the first six months of each year to approve the management, accounts of the previous year, and the distribution of profits. This meeting is validly held even if called late or held later than in […]

Requirements of the Agency Agreement in Spain

As defined in Article 1 of the Law of Agency Agreements (from now on LAA), these types of agreements are for which a natural person or legal entity is obligate to promote, or promote and conclude, commercial acts or operations. Unless otherwise agreed, the agent does not assume the risk and responsibility of such operations. […]

contrato de trabajo en españa

The shareholder’s right to withdrawal in Spain for non distribution of dividends

Article 93 a) of the Spanish Companies Law (LSC in Spanish) expressly recognizes the shareholders’ entitlement to participate in company profit-sharing. Nevertheless, it is not an automatic entitlement, since, in principle, the General Shareholders’ Meeting decides each year whether the profit yielded shall be destined to establish or increase voluntary reserves or whether it shall be […]

SL españa

Note to the Partial Reform of the Law of Capital Companies in Spain

On 2 October 2011, Law 25/2011 of August 1 came into force. This law provides for the partial reform of the Capital Companies Act and the transposition of Directive 2007/36/EC of the European Parliament and Council on the exercise of certain rights of shareholders in listed companies. The act was published in the Official Gazette […]

SL españa

Steps to start an LLC or limited liability company in Spain

The steps for starting an LLC or limited liability company in Spain include the following: Certification that there exists no other company with the same name as the company to be created.  This process involves checking to see if the desired name of the company already exists.  If it does not, the desired company name […]

General Meetings’ Regulation for Capital Companies in Spain

Since the 1st September 2010 section 4ª of title 1 of Book II of the Commercial Code (related to partnerships limited by shares), the law of Public Limited Companies, the law of Limited Liability companies and title X of the law of Stock Markets in respect of publically listed companies has been repealed. The Primary […]

The new Capital Company Law in Spain

The council of ministers approved on the 2nd of July a the Redrafted Text regarding the Law of Capital Companies through the Royal Legislative Decree 1/2010, in which one legal document unifies the respective norms regarding public limited companies, limited-liability companies, public companies and partnership limited by shares, in other words all capital companies existent […]