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
Corporate Housekeeping Duties in SpainFor legal existence in Spain, companies must fulfil important formalities. The so-called “corporate housekeeping duties” include the registration of the company with the commercial register, the keeping of the minutes of all the meetings of the shareholders and management, the careful management of an accounting and the timely submission of the annual accounts.Read more
Procedure to move the legal headquarters in SpainThe modification of the legal headquarters of a company in Spain has traditionally been the responsibility of the general meeting. The LSC now expedites this procedure with the entry into force of the 15/2017 Royal-Decree-Law providing a new interpretation of article 285 of the LSC and thus clarifying that the change of the registered office will be the responsibility of the Administrative Body.Read more
The contract of the managing director in SpainThe Corporate Enterprises Act in Spain requires an agreement on the appointment of a managing director if the executive power is vested in a board member. The appointment of the managing director shall require the favourable vote of two-thirds of the board members.Read more
Conflict resolutions between shareholders and management executivesConflicts between shareholders may be one of the main causes of the termination of many companies. The best solutions for conflicts are to prevent and avoid them. These solutions may consist of procedural protocols that include clauses or formulas of resolution in a company’s own statues, or by using extrajudicial dispute resolution mechanisms.Read more
Obligations of inactive companies in SpainMany entrepreneurs or managers decide to “let a company die” or fail to communicate to the Spanish Treasury its inaction, understood as the discontinuation of activities set out in its corporate purpose and statutes and not generate income from these activities.Read more
Unfair Competition: The Violation of Trade Secrets in SpainThe violation of trade or industrial secrets is regulated under Article 13 of the Law on Unfair Competition and consists of acts of exploitation of confidential information for the benefit of one’s self or a third party. To find a violation of secrets, a number of requirements must be met.Read more
Remedies Against Breach of a Shareholder’s AgreementUnder Spanish Law, there are different options to seek compensation for breach of a shareholder’s agreement, which are agreements that, although not mandatory, are highly recommended since they prevent future problems between partners and a company.Read more
The Code of good governance of listed companies in SpainAmong the objectives of the Code of Good Governance are: to manage the maximum levels of competitiveness of Spanish companies, to generate trust and transparency for national and foreign shareholders and investors, to enhance the internal control and corporate responsibility of companies and to assure the adequate distribution of functions, tasks and responsibility within companies.Read more
The elimination of judicial court fees for companiesThe Spanish Constitutional Tribunal concludes that the quantity of the judicial court fees (both the fixed and the variable fees) are disproportionate for companies and could dissuade them when it comes to lodging a complaint with Judicial Tribunals.Read more
