The publication of Law 15/2015 in Spain aims to decongest commercial courts by giving jurisdiction in the area of company law to other competent bodies such the Spanish trade registries.
Through this article, our ambition is to briefly describe the process of the dissolution and winding-up described in the Spanish Companies Act as a mechanism to put an end to the activity of a company in Spain, but also to clarify the main difference with the process of winding-up in the case of bankruptcy.
Of the various probable instances for the dissolution of an L.L.C. in Spain, some are based on economic reasons (accumulation of losses, capital reduction below a legal threshold, etc.) and others may be due to the behaviour of its partners (paralysis of the company, agreement on the dissolution, etc.).
With the reform of the Spanish Penal Code and the debut of criminal liability for legal entities, the supervision and compliance management allocated to a compliance officer has a significant importance for companies.
Before creating your own limited liability company in Spain (L.L.C.), you must be careful when it comes to rules of incorporation, drafting the articles of incorporation, and administrative procedures; those performed before a notary, as well as tax-related obligations.
The L.L.C. is a very common type of company in Spain, it is important to be aware of the rules governing the formation, operation, and dissolution of an L.L.C before establishing one’s own company.
The reform of the Spanish Penal Code has accentuated the importance of compliance. It is clearly stated in Article 31(a) of the Penal Code that all companies are required to establish or strengthen programs that focus on compliance to criminal rules, emphasizing the criminal liability consequences that breaking these rules entail.
An administrator can freely resign or renounce his or her position in a company in Spain as contained in the Regulation of the Commercial Register, but several requisites must be fulfilled beforehand.
The model bylaw-types for prompt incorporation of companies in Spain enter into force in September 2015 for telematically creating a SRL.
The entry into force of the new Billing Regulation in Spain regulates the common practice of sending invoices in PDF format via e-mail, granting those invoices the same validity as hard copy invoices.
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