Case of disciplinary dismissal for failure to comp […] Case of disciplinary dismissal for failure to comply with the duty to record working hours and other obligations
Category: Blog
With effect from 21 March 2023, a company dedicated to the marketing of medical products dismissed one of its sales representatives for repeated disobedience and fraud, disloyalty or breach of trust in the tasks entrusted to her by failing to comply with the duty to record her daily working hours, having been requested on numerous […]
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The application for an arrangement with creditors […] The application for an arrangement with creditors of a company at the request of one of its creditors
Insolvency law provides for the possibility for a creditor to request the declaration of insolvency (insolvency proceedings) of a company against which it has an unsatisfied claim. It should be specified that a creditor who, within the six months prior to the lodging of the application, has acquired the claim by inter vivos acts and […]
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Collective labour measures in bankruptcy proceedin […] Collective labour measures in bankruptcy proceedings
Although it is always advisable to adopt labour-related measures before the company has been forced to initiate a bankruptcy proceeding, as this could be avoided by adjusting certain aspects linked to the employment contracts of the people who form part of the workforce, the truth is that on certain occasions this is not possible. However, […]
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Usufruct of shares: rights of the bare owner and t […] Usufruct of shares: rights of the bare owner and the usufructuary
In the corporate life of public limited companies, we often encounter the existence of a real right of usufruct over certain shares. This is usually, but not always, preceded by inheritance processes within family companies. When there is a usufruct of shares, two profiles come into play: the bare owner and the usufructuary. In this […]
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What is a business code of ethics and why is it im […] What is a business code of ethics and why is it important?
At the heart of the fabric of any company, large or small, is a set of core values that guide its behaviour and decision-making. These values not only define the company’s identity, but also shape its relationship with clients, employees, partners and society at large. One of the most solid pillars underpinning these values is […]
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Do I have to declare my shares in a company for we […] Do I have to declare my shares in a company for wealth tax purposes?
As is well known, the voluntary period for filing Personal Income Tax (hereinafter, “IRPF”) and Wealth Tax (hereinafter, “IP”) for the 2023 tax year opened on 3 April. This voluntary filing period will end on 1 July. In this blog post, we are going to focus exclusively on the IP and, specifically, on the obligation […]
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What can be contributed to the capital of a commer […] What can be contributed to the capital of a commercial company in addition to money?
It is not uncommon for those who are considering setting up a company or increasing its share capital to have doubts about what can be contributed to the share capital of a company, apart from money (and enthusiasm). In technical terms, the question here is what can be considered legally valid as a non-monetary contribution, […]
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Who is entitled to attend a General Meeting? Who is entitled to attend a General Meeting?
The Shareholders General Meeting is the sovereign body of trading companies, and its powers include such important competences as the approval of the company’s annual accounts and the appointment and removal of its directors. Regulation of the entitlement to attend a Shareholders General Meeting by the Corporate Enterprises Act The Corporate Enterprises Act regulates the right of […]
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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
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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
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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 […]
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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)?
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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?
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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?
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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?
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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.
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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.
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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.
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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.
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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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