According to Article 179 of the Companies Act, shareholders of limited liability companies (“S.L.”) may attend the general meeting. The bylaws of limited liability companies cannot establish a minimum number of represented shares to attend general meetings.
The sole business license is the Law that unifies the market and provides free movement of goods in Spain. This license eliminates the requirement of submission to 17 different regulations and allows the offering of any product or service produced under Spanish regional regulations anywhere in Spain without additional formalities.
On March 7, 2013, the General Directorate of Registries and Notary issued a decision concerning the appeal against the Commercial and Personal Property Registrar’s refusal to register a public deed of company agreements. The decision outlines that to counter the presumption of gratuity, the bylaws must specify:
According to the Spanish Corporations Act, shareholders can attend meetings by electronic means. However, only public limited companies in Spain are currently able to use this method of attendance if the company’s bylaws authorize it. Attendance by electronic means must guarantee the identity of the individual who is attending the meeting electronically.
There are now two electronic methods for incorporating companies in Spain, depending on whether standard bylaws are utilized. Alternatively, companies can still be incorporated using traditional paper filing, either physically or electronically with the Registry. In summary, there are two contemporary ways to incorporate companies in Spain.
The gradually established limited liability company is a new type of company with an aim to encourage foreign investment in Spain. Its legal structure is similar to the characteristics of the ordinary limited liability company except for some specific obligations aimed at the protection of third parties.
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.
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.
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.
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 …
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