The modifications to the Spanish Commercial Registry in Spain enhance the digital transformation, transparency and accuracy in registration procedures and establish a modern regulatory framework for company law.
Royal Decree-Law 5/2023 includes new regulations regardomg Law 3/2009 and introduces standard provisions applicable to all structural modifications of commercial companies, and specific adaptations for each type of operation.
The joint account agreement (contrato de cuentas en participación), governed by the Spanish Commercial Code, provides investors with the opportunity to engage in collaborative economic activities with clear transparency regarding the assumed risks, all without the need for formal participation in the manager’s share capital.
Selling shares is a common way to obtain liquidity and restructure a company’s shareholding in Spain. However, it is crucial to consider certain legal aspects before proceeding with the transaction to avoid any potential issues in the future.
If a foreign company’s main activity is in Spain, it must have a corporate presence in Spain, either through the creation of a subsidiary, branch, commercial office or the acquisition of an existing business. Each option has its own legal and tax requirements, and the choice will depend on the business needs and objectives.
Startup Law in Spain, in force since the end of 2022, is reshaping corporate governance with a groundbreaking change: the possibility of acquiring treasury shares to reward employees through stock option plans.
The articles of association of limited liability companies are the rules governing its functioning and structure. When, over the years, the wording of these internal rules becomes obsolete, it is necessary to update or recast the articles of association.
The Create and Grow Law is a boost for small and medium-sized companies (SMEs) in Spain, designed to remove obstacles to economic activities, reduce late payment practices in business transactions, and provide financial support for business growth.
The concept of loyalty shares was heavily involved in the subsequent changes to the reform of the Spanish Companies Act (Ley de Sociedades de Capital). Its introduction aims to reinforce the attractiveness of the corporate regime in Spain to investors.
The lack of specific regulation on labour matters does not exempt directors from liability if they occur in labour and social security infringements.
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