A company faces legal grounds for dissolution in Spain when its net assets fall below half of its share capital. Fortunately, the Spanish Companies Act provides several legal mechanisms to restore financial balance and avoid liquidation, allowing businesses to continue operating.
The DGSJFP has softened the requirements relating to the directors’ report in intragroup mergers, as well as the need to provide certificates of compliance with tax
obligations, both of which had been grounds for registries to deny the registration of mergers until these recent rulings.
We examine the legal framework governing the appointment of auditors in Spanish capital companies, highlight the situations in which an audit is mandatory, and explain the main advantages of a voluntary audit of accounts.
Spain offers a competitive regulatory and tax environment for foreign investment in renewable energy. However, the increasing complexity of transactions calls for close attention to the legal form of the investment and its tax implications.
Judgment 594/2025 of the Spanish Supreme Court, dated 20 May, strengthens a protective approach by requiring the Tax Administration to prove, in all cases, the existence of personal and culpable conduct by the director, and not merely rely on their formal status.
The communication of the opening of negotiations with creditors is a pre-insolvency mechanism that begins with a written submission to the Commercial Court. It does not require prior approval and immediately triggers the suspension of enforcement actions. Its duration is three months, extendable by up to an additional three months.
In M&A transactions, risks identified during due diligence may endanger the deal. Specific indemnities are contractual clauses that allocate responsibilities and ensure the buyer’s protection against known contingencies, such as tax audits, litigation or employment disputes.
Spain offers a favourable tax regime for sponsorship, allowing significant deductions in Personal Income Tax, Corporate Tax and even in wealth-related taxes such as Inheritance and Gift Tax.
In Spain, a material breach of a lease agreement may justify early termination. Assessing whether such a breach exists requires analyzing its severity, its impact on the agreement’s purpose, and the parties’ intent. This article offers a practical guide with legal foundations and concrete examples.
Exclusivity clauses are frequently included in commercial partnership agreements in Spain. We analyse their legal validity, the limits imposed by competition law, and the conditions for their lawful application.
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