How to prevent the paralysis of corporate bodies in SpainThe dissolution of capital companies based on the paralysis of corporate bodies is a question to be answered on a case-by-case basis, since the legal requirement to apply this measure is different according to the state in which the body finds itself.Read more
Duties and functions of members of the Board of Directors in capital companiesWithin 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).Read more
Preliminary Draft of the Corporate Confidentiality Act in SpainThe 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.Read more
Article 348 bis, on a business partner’s right of separationArticle 348 bis of the LSC recognizes the right of separation of the partner due to lack of distribution of dividends. The article, among others, resolves the concrete case of a stockholder who expects to leave the company and who has not indicated so explicitly in the committee.Read more
About the salary of executive directorsThe 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.Read more
The abusive exercise of the shareholder’s right to informationThe shareholder’s right to request for information about the company is a fundamental right. However, it is not an unlimited or absolute right. In this regard, the Spanish Supreme Court has already ruled this in different judgments.Read more
The filing of annual accounts of branches of foreign companies in SpainOne 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.Read more
The Right of exit of the Shareholder with the Entry into Force of Article 348. bisArticle 348.bis, which recognizes the right of exit of a minority shareholder due to failure to distribute dividends, entered into force on the 1st of January 2017 after the suspension of its validity by means of a transitional provision of the Corporate Enterprises Act, approved on the 2nd of October 2011.Read more
Company formation in Spain: SA vs SLThe 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.Read more
The transformation of a General Partnership into a Limited PartnershipA 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.Read more