Corporate actions in the event of the death of a m […] Corporate actions in the event of the death of a member of the board of directors
Category: Blog
What should I do in the event of the death of a member of the board of directors of my company? The loss of a company administrator due to death is an event that occurs frequently and for which foresight is essential to avoid the paralysis of the company’s activities. When the sole director or […]
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What circumstances lead to the revocation of the N […] What circumstances lead to the revocation of the NIF (TIN), consequences and how to amend the revocation
As a general rule, anyone who is going to carry out transactions with tax implications must have a NIF (TIN/Tax Identification Number), except for certain exceptions provided for in Royal Decree 1065/2007. This can be obtained either at the request of the interested party, by filing the corresponding census declaration of registration in the Census […]
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Is it compulsory to have an LGBTI Equality Plan in the company? From 2 March 2024 it will be compulsory for all companies with more than 50 employees. We already predicted in the negotiations of equality plans between women and men in the business sphere that we would soon find ourselves having to negotiate plans […]
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Exemptions from severance payments: requirements a […] Exemptions from severance payments: requirements and applicability
Are all severance payments exempt? Firstly, we must refer to the Personal Income Tax Law, which establishes in article 7. e) that they are exempt: «Compensation for dismissal or termination of employment, in the amount compulsorily established in the Workers’ Statute, in its implementing regulations or, where applicable, in the regulations governing the enforcement of […]
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I have cryptocurrencies abroad, do I have to decla […] I have cryptocurrencies abroad, do I have to declare them?
From 11 July 2021, the obligation to provide information to the Tax Administration on the holding and transactions carried out with virtual currencies (acquisition, transmission, exchange, transfer, collections and payments), as well as the holding of those located abroad, will be established. This obligation was introduced by Law 11/2021 of 9 July on measures to […]
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Parties subject to the regulations on the preventi […] Parties subject to the regulations on the prevention of money laundering and terrorist financing by sector or group of a […]
Parties subject to the regulations on the prevention of money laundering and terrorist financing by sector or group of activity. The basic regulations governing the prevention of money laundering and terrorist financing in Spain consist of two fundamental pillars: Law 10/2010, of 28 April, on the prevention of money laundering and terrorist financing, and Royal […]
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REIT as a problem-solving tool in family businesse […] REIT as a problem-solving tool in family businesses: tax advantages and legal regime
One of the common grounds for disputes within the family businesses, especially when it comes to the second or third generation, is the distinction between partners who participate in the management or activity of the company, and partners who do not. It is normal that, either because of capacity or quantity, not everyone can obtain […]
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Types of hotel management contracts: leasing and m […] Types of hotel management contracts: leasing and management
What types of contracts exist for hotel operations? In this post we will focus on the characteristics of the two most common hotel management models: the lease or rental contract and the hotel management contract. In fact, according to a recent publication by Hosteltur, three out of four hotel establishment operations are regulated by one […]
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Representation and Warranties Insurance in M& […] Representation and Warranties Insurance in M&A transactions
It is becoming increasingly common to use representation and warranties insurance policies (known as R&W insurance or W&l insurance) in M&A transactions. These insurances allow the compensation that the seller must pay to the buyer, for certain damages caused because of the breach of contract, to be paid directly by an insurer in exchange for […]
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Deductibility of VAT: What is the Pro rata Rule an […] Deductibility of VAT: What is the Pro rata Rule and how does it affect businesses?
One of the most controversial aspects of the Value Added Tax (VAT) Law is the deductibility of input VAT. Companies often encounter difficulties in determining the correct way to deduct input VAT when they simultaneously carry out transactions that give rise to a right to deduct, i.e. transactions that are subject to and not exempt […]
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Tax offence. Circumstances for its assessment. App […] Tax offence. Circumstances for its assessment. Applicable penalties and how to avoid them.
What is a tax crime? The first thing to be clear about a tax offence (or, as the Criminal Code calls it, “offence against the Public Treasury”) is that it is a crime that cannot be committed by everyone, since it involves having defrauded the Treasury (whether at state, regional, provincial, or local level) of […]
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Can I fire someone who has tried to steal from the […] Can I fire someone who has tried to steal from the company?
Unfortunately, it is quite often the case that a worker appropriates or steals (the difference between “theft” and “robbery” is basically that for “robbery” to occur, it must have been done by force, intimidation or violence against persons or things) objects or items belonging to the company, his or her employer. When this happens to […]
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Can I transform my Limited Liability Company (LLC) […] Can I transform my Limited Liability Company (LLC) into an Public Limited Company (PLC)?
The regulation of limited and public limited companies (LLC and PLC) in Spain, is mentioned in the included in the Spanish Royal Legislative Decree 1/2010, of 2 July, which approves the revised text of the Capital Companies Act, however, it does not include the transformation procedure, as this legal figure is one of the so-called […]
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The forthcoming amendment of the Criminal Code on […] The forthcoming amendment of the Criminal Code on offences concerning financial markets
The Council of Ministers has recently approved the Preliminary Draft Bill amending the Criminal Code to transpose directives on the fight against fraud and counterfeiting of means of payment. The new law transposes three EU directives into Spanish law: Directive (EU) 2019/713 on combating fraud and counterfeiting of non-cash means of payment; Directive 2014/57 (EU) […]
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The participation of individuals and legal entities in a company is done with the hope that the company will make a profit. Shareholders or partners are given the opportunity to collect the profits of the investment made in the company, established in our legal system as a mere expectation, by what we call dividends. These […]
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What is the purpose of a due diligence in the acqu […] What is the purpose of a due diligence in the acquisition of companies? Is it worth the investment?
A due diligence is an investigation process of one or more assets, which may well be of a company or a group of companies. However, before entering into this “indirect” acquisition process (decision to acquire the company as means of acquiring the assets and liabilities contained therein), we should ask ourselves whether it is more favourable, […]
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Legal adviser: Which companies are obliged to appo […] Legal adviser: Which companies are obliged to appoint one?
The legal adviser to the administrative body is a figure regulated by Law 39/1975 of the 31st of October, still in force, whose function is to advise on due compliance with the legality of the adopted Agreements. That said, and although it is applicable to any administrative body (sole administrator, several joint/solidary administrators and/or Board […]
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Is it necessary to disburse 3,000 EUROS to set up […] Is it necessary to disburse 3,000 EUROS to set up a limited liability company?
Without prejudice to the possibility of not providing proof of the reality of the contributions in Limited Liability Companies in accordance with art. 62. 2 of Article 62 of the Consolidated Text of the Capital Companies Act – a matter that was already dealt with in a previous post – the fact is that the […]
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Comfort letter or sponsorship letter. Concept and […] Comfort letter or sponsorship letter. Concept and purposes.
What is a comfort letter? A comfort letter or sponsorship letter is a commercial contract, by virtue of which one of the parties (issuer or sponsor) responds and/or guarantees the other (beneficiary or sponsored party) against third parties and regarding specific obligations. It would fall within the legal business of guarantee. It is also sometimes […]
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Criminal liability for forgery in the minutes of c […] Criminal liability for forgery in the minutes of collegiate bodies.
Company directors may be criminally liable for the offence of falsification of a commercial document when they certify resolutions adopted at non-existent meetings or record the attendance at the meeting of shareholders who did not attend. In this sense, case law classifies the certifications of company meetings that were not even held and which, therefore, […]
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The Preparatory Phase of the sale of companies. The Preparatory Phase of the sale of companies.
When it is decided to enter into negotiations to carry out a sale of a company or part of its shareholding, the preparatory phase (prior to the signing of the sales contract or Shares Purchase Agreement “SPA”) is of great importance, and can frustrate the operation as a whole if it is not given the […]
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The co-optation procedure in corporations; union m […] The co-optation procedure in corporations; union means streght.
We all know that members play a vital role in boards and meetings, not only because of the information they receive, but also because they usually take part in decision-making process. That is why the co-optation procedure is considered as particularly important (at least in Corporations): As per article 224 of the Spanish Law of […]
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In this post from Devesa & Calvo Abogados in Alicante, the key aspects to achieve how to invest successfully in Spain from a tax and legal point of view are analysed. Because, as our experience in advising international investors has shown us, there are many aspects to take into account and many legal disciplines involved. […]
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The Rebus Sic Stantibus clause and rent reduction. […] The Rebus Sic Stantibus clause and rent reduction.
The crisis due to Covid-19 has generated a very important economic problem derived from the drop in turnover, clientele loss, capacity limitations, commercial establishments opening and closure hours’ limitation. Many of the establishments are not owned by the activity holder, they are rented with different contract’s term duration and with an established rent in a […]
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How to distinguish between the civil and commercia […] How to distinguish between the civil and commercial nature of a sales contract and what does this distinction imply.
Although there is currently no single line of jurisprudence and doctrine, it is certain that, following the conditions of Article 325 of the Code of Commerce – which must be put in connection with Article 1. 445 of the Civil Code, which defines the contract of sale – the nature of the sale contract’s differentiation […]
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The Golden Share (or how to guarantee State contro […] The Golden Share (or how to guarantee State control in privatized companies).
When the State decides to dispose of its shareholdings and leave them – totally or partially – in private hands, there is no guarantee that the services of public interest that these companies offered will be sufficiently protected. For this reason, several of the States that privatized their public companies (energy, gas, telecommunications, electricity, airlines, […]
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In today’s blog post for Devesa & Calvo Abogados Alicante and Valencia, I am going to refer to the “drag along” clause, also known as drag along right. This type of clause is often used in our professional practice to protect those clients who wish to have the possibility of closing a good business deal […]
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Warrants and listed companies. For those new to capital markets, this concept will at least be familiar relating to economic press news about listed companies on markets such as the continuous Spanish Stock Exchange market (Bolsa Española) in Madrid, the Alternative Stock Market (MAB) or EURONEXT in Paris. Indeed, shares or shares portfolios are one […]
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Zombie Companies: Implications of corporate inacti […] Zombie Companies: Implications of corporate inactivity.
It is not unknown that some businessmen have opted over the years to leave their companies “inactive” when, in fact, they should have opted for their dissolution and liquidation before they became the so-called “Zombie Companies”. The purpose of this decision was none other than to avoid considerable dissolution and liquidation costs (basically, the formal […]
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New transparency obligations for investment funds […] New transparency obligations for investment funds in environmental matters.
On the 10th of March it came into force the obligation for investment funds to adapt and update the information in their prospectuses for investors in the sense regulated by EU Regulation 2019/2088 of the Parliament and the Council of the 27th of November 2019. The mentioned EU regulation is directly applicable to all EU […]
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