Category: Blog
The current Companies Act provides for several possible management structures for a public limited company (plc) or a private limited company (Ltd). Management structures for a public limited company or private limited company The following management structures are provided for by law: That said, certain particular rules apply depending on whether the company is a […]
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What can I do as a contractor if the public admini […] What can I do as a contractor if the public administration owes me money?
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The recent supplier payment schemes introduced by the Central Government have enabled many Local Authorities and Autonomous Communities to improve the timeliness of payments to their suppliers. However, despite this funding effort, which has ultimately been financed by taxpayers, payment delays continue to occur, often affecting contractors’ cash flow. This situation is particularly burdensome where […]
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Legal considerations for internationalising your b […] Legal considerations for internationalising your business
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The expression “evolve or die” perfectly reflects the reality facing Spanish businesses today. The decision to internationalise your business is essential if a company is to grow and avoid being overtaken by the relentless forces of globalisation. However, alongside significant competitive advantages, international trade also entails a number of legal risks that must be carefully […]
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International sale of goods: the importance of a w […] International sale of goods: the importance of a well-drafted contract in export and import transactions
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International sale of goods as the legal foundation of cross-border transactions An international sale of goods forms the fundamental legal basis on which export and import transactions can be carried out with legal certainty. This type of contract is the legal instrument that enables the parties to anticipate the risks and contingencies inherent in any […]
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A D&O insurance policy (short for directors’ and officers’ liability insurance) is an insurance contract designed to cover the civil liability of directors and senior officers arising from the performance of their duties. Scope of cover under a D&O insurance policy D&O insurance policies cover losses resulting from acts or omissions by directors or senior […]
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Taxation of unrealised capital gains: exit tax und […] Taxation of unrealised capital gains: exit tax under personal income tax and fair value measurement under corporation ta […]
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One of the most significant, yet often overlooked, issues in tax law is the taxation of unrealised capital gains. Although the general principle under both Spanish Personal Income Tax (Impuesto sobre la Renta de las Personas Físicas – IRPF) and Spanish Corporation Tax (Impuesto sobre Sociedades – IS) is that gains are taxed only when realised, the legislature has introduced […]
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What should you do if the Spanish Tax Inspection a […] What should you do if the Spanish Tax Inspection arrives at your business without warning?
If the Spanish Tax Inspection arrives at your business without prior notice, do not improvise. Verify the identity of the inspecting officers, notify the company’s legal representative and tax adviser immediately, distinguish areas open to the public from restricted premises, and do not permit entry, searches or forensic imaging of computer systems unless an authorised […]
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Unfair competition: the post-termination non-compe […] Unfair competition: the post-termination non-compete covenant
In this article, we briefly explain a little-known contractual provision relating to unfair competition which may be of considerable value to businesses whose employees, having received specialist training and become essential to the company, are subsequently recruited by competitors or decide to establish their own competing business. This provision is known as the post-termination non-compete […]
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Tax offences: when a tax issue can become a crimin […] Tax offences: when a tax issue can become a criminal offence
Article 31 of the Spanish Constitution provides that everyone shall contribute to public expenditure through a fair tax system. This constitutional obligation is also protected and enforced under Spanish criminal law. Tax offences: criminal protection of the tax system Tax offences are one of the clearest examples of economic crime under Spanish criminal law. Their […]
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The Spanish Insolvency Act: what businesses need t […] The Spanish Insolvency Act: what businesses need to know before filing for insolvency, when to apply, how the procedure […]
When a company experiences serious financial difficulties, uncertainty often arises as to the appropriate time to take legal action. It is precisely for these situations that insolvency proceedings (concurso de acreedores) exist. In Spain, insolvency proceedings are governed by Royal Legislative Decree 1/2020 of 5 May, approving the consolidated text of the Spanish Insolvency Act […]
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How to negotiate with the Spanish Tax Authorities: […] How to negotiate with the Spanish Tax Authorities: deferrals, payment by instalments and payment arrangements
The expression “negotiating with the Spanish Tax Authorities” should be treated with some caution. The Spanish Tax Agency (Agencia Estatal de Administración Tributaria – AEAT) does not negotiate in the commercial sense of the term. Rather, taxpayers have a statutory right to apply for the payment of a tax debt to be deferred or paid […]
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Potential property encumbrances when buying a home […] Potential property encumbrances when buying a home: key considerations for a secure purchase with no unpleasant surprise […]
Purchasing or selling a property is one of the most significant transactions an individual is likely to undertake during their lifetime. Although the process may appear straightforward, it is surrounded by a range of legal, financial and contractual risks which, if not properly identified and managed, may have serious consequences. One of the most critical […]
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Court-approved restructuring plan: how it protects […] Court-approved restructuring plan: how it protects a business and how to obtain one
Under the current Spanish insolvency framework, the court-approved restructuring plan is the cornerstone of Spain’s pre-insolvency regime. It is a legal instrument designed to modify the composition, terms or structure of a debtor’s assets, liabilities or equity, including transfers of assets, business units or the business as a going concern, together with any operational changes […]
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How does the AI Act affect the way businesses use […] How does the AI Act affect the way businesses use artificial intelligence?
Artificial intelligence (AI) has evolved from being a promising technological innovation into an everyday business tool. In just a few months, assistants such as ChatGPT, Microsoft Copilot and Gemini have become part of the daily operations of many organisations, helping them prepare commercial proposals, summarise meetings, draft contracts, analyse information and automate administrative tasks. In […]
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When Is the purchaser protected where essential as […] When Is the purchaser protected where essential assets are sold without shareholder approval?
The recent Supreme Court Judgment No. 881/2026 of 9 June clarifies the legal consequences for a purchaser where a company’s directors dispose of essential assets without obtaining the prior approval of the general meeting of shareholders. The Supreme Court confirms that the authorisation required under Article 160(f) of the Spanish Companies Act (Ley de Sociedades […]
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Limits on the right to request a supplement to the […] Limits on the right to request a supplement to the notice convening a general meeting
Judgment No. 140/2026 of 15 April delivered by the Madrid Provincial Court addresses one of the issues most frequently arising in connection with the convening of a general meeting of shareholders: the extent of the review that the management body may undertake where a minority shareholder requests a supplement to the notice convening a general […]
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Spanish Supreme Court annuls the Single Register o […] Spanish Supreme Court annuls the Single Register of Short-Term Rental Agreements (NRUA) procedure: one fewer requirement […]
Less than one year after the Single Register of Short-Term Rental Agreements procedure took full effect, established under Royal Decree 1312/2024 of 23 December, the Supreme Court, in Judgment 620/2026 of 19 May 2026, has annulled the Single Register of Short-Term Rental Agreements. This ruling is of particular significance for owners of tourist apartments, managers […]
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Earn-out and double taxation exemption under Spani […] Earn-out and double taxation exemption under Spanish Corporate Income Tax
The ruling of Binding Tax Ruling V0062-26 issued by the Spanish Directorate-General for Taxes (Dirección General de Tributos, “DGT”) clarifies that the contingent portion of the consideration arising from the transfer of shares or equity interests may also benefit from the exemption under Article 21 of Law 27/2014 of 27 November, on the Spanish Corporate […]
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VAT in M&A transactions: When it is exempt an […] VAT in M&A transactions: When it is exempt and when the tax applies
When planning M&A transactions or corporate restructurings, attention is often focused on the direct taxation of capital gains, the availability of the special tax neutrality regime for mergers and demergers, and the tax treatment of shareholders, all of which are critical considerations when making strategic decisions. However, the indirect tax implications of a transaction must […]
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What are killer acquisitions and what impact do th […] What are killer acquisitions and what impact do they have on startup exits?
Within the startup ecosystem, an exit is typically the culmination of years of investment, technological development and value creation. Traditionally, a sale to an established industry operator, commonly referred to as a trade sale, has been regarded as the fastest and, in many cases, the most profitable route for founders and investors. n recent years, […]
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Substantial changes to working conditions within t […] Substantial changes to working conditions within the company (II): how to correctly implement a collective measure and a […]
In a recent article, we examined individual substantial modifications of working conditions (SMWCs), including what aspects of employment may be modified and the grounds required to justify such changes, the role of the Employees’ Representatives, how the measure must be communicated, and other key considerations. However, a substantial modification does not always affect a single […]
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Substantial modification of working conditions in […] Substantial modification of working conditions in the company (I): how to implement an individual measure and avoid it b […]
A material change to terms and conditions of employment is one of the most powerful, and sensitive, tools in employment law. When properly used, it allows an employer to adapt its organisation to new operational or technological realities without resorting to more drastic measures. However, if improperly implemented, it may be challenged before the employment […]
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How does a company sale and purchase process work? […] How does a company sale and purchase process work? Phases, documents and key legal aspects you need to know
One of the key concerns many of our clients have when considering the sale of a company is where to begin. A company sale is a complex transaction involving multiple stages, substantial documentation and strategic decisions, all of which can have a significant impact on both the value of the deal and the likelihood of […]
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European Pay Transparency Directive: new developme […] European Pay Transparency Directive: new developments and employer obligations in employment law
The principle of equal pay has become one of the areas of employment law with the greatest practical impact on businesses in recent years. Far from being a novel issue, our legal system already includes obligations such as pay registers, pay audits, equality plans and job evaluation systems, all of which are essentially aimed at […]
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How to protect talent and prevent loss of corporat […] How to protect talent and prevent loss of corporate value? The human factor in M&A transactions
When discussing M&A transactions, the focus is usually placed on multiples, EBITDA, due diligence processes or complex corporate structures, and there is a risk of overlooking the fact that a significant portion of a company’s true value lies in the people who make up the business. From a practical perspective, the greatest risk of failure […]
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What tax advantages does a family holding company […] What tax advantages does a family holding company offer to a family business?
The taxation of a family holding company is a key issue for family businesses seeking to optimise the taxation of dividends and capital gains, protect their assets and plan for generational succession. For many years, holding structures were traditionally associated with large corporate groups. However, their use has increasingly expanded into the family business sphere. […]
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Corporate dispute: What can a minority shareholder […] Corporate dispute: What can a minority shareholder do against the majority shareholder’s “control”?
Although at Devesa the majority of our clients are business owners or shareholders holding controlling interests in their companies, commercial practice regularly presents another highly common corporate reality: situations in which a minority shareholder feels entirely blocked by the power exercised by the majority shareholder within the context of a corporate dispute. These situations are common […]
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Call options and put options in shareholders’ agre […] Call options and put options in shareholders’ agreements: what they are and why they can ruin your company
In previous articles, we have analysed the key clauses of shareholders’ agreements as a fundamental instrument for preventing corporate disputes. However, there are certain mechanisms which, if included without due care, may become a genuine problem in shareholders’ agreements involving investors. Without prejudice to the fact that there are other particularly critical clauses as well […]
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How to apply a Material Adverse Change (MAC) claus […] How to apply a Material Adverse Change (MAC) clause in a commercial transaction?
Material Adverse Change in contexts of geopolitical uncertainty For several years now, the international landscape has been placing commercial transactions under considerable strain. If there is one thing of which law firms such as Devesa are certain, it is that the uncertainty surrounding the evolution of the current conflict involving Iran will inevitably take its […]
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Can the Labour Inspectorate enter your company wit […] Can the Labour Inspectorate enter your company without permission? Key points following the new Supreme Court ruling
If your company is located at the same address as its registered office, the Labour Inspectorate will require judicial authorisation to enter your premises. A ruling that redefines the Labour Inspectorate’s approach to the registered office The recent judgment of the Spanish Supreme Court of 14 April 2026 introduces a far-reaching issue for Spanish companies, […]
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