Company Law

cargos

Duties and functions of members of the Board of Directors in capital companies

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).

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secreto

Preliminary Draft of the Corporate Confidentiality Act in Spain

The new legislation extends the protection of the business secrets to the so-called “infringing goods”. This refers to those products and services whose design, characteristics, functioning, production process or marketing significantly benefit from business secrets unlawfully disclosed, exploited or acquired.

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salary

About the salary of executive directors

The Supreme Court, in its February 26th, 2018 decision, decided on the controversial question of the salary of administrators and its control on part of the partners. The ruling goes against the position of the General Directorate of Registries and Notaries (GDRN) and the majority doctrine.

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The filing of annual accounts of branches of foreign companies in Spain

One of the most problematic issues facing Spanish branches of foreign companies is the filing of accounts. In Spain, the Mercantile Registry Regulations provide for the possibility of filing the accounts of the company itself, when there is the so-called ‘equivalence control’ in both countries, or by submitting ad-hoc accounts in relation to the activity of the branch in Spain.

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Company formation in Spain: SA vs SL

The main differences between the Spanish public limited liability company (SA or Sociedad Anónima) and the limited liability company (SL or Sociedad Limitada) are in terms of minimum capital stock, payment upon formation, transfer of shares or stakes or contributions to the share capital, among others.

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The transformation of a General Partnership into a Limited Partnership

A general partnership is a contract through which two or more people agree to a share capital, with the purpose of undertaking a business activity and distributing the profits. It is an obsolete and uncommon form in the Spanish commercial market, for which, on numerous occasions, it is necessary to transform such partnerships into an LLC or corporation.

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