Penalties for non-compliance with obligations rela […] Penalties for non-compliance with obligations relating to the Equality Plan.
Category: Blog
Having an approved and implemented equality plan is an obligation from the 7th of March 2021 for companies with between 101 to 150 employees. It should be remembered that this obligation was already binding for companies with more than 150 employees. Now companies with 50 or more employees will also have to comply with it. […]
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As every year, the Directorate – General of the AEAT publishes the general guidelines of the Annual Tax and Customs Control Plan in the BOE (Official Government Gazette), which establishes the criteria where the actions of the tax verification and inspection bodies will be based during each financial year. On Monday the 1st of February, […]
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The new directive that will force SME to implement […] The new directive that will force SME to implement reporting channels.
On the 26/11/2019, the new European directive on the protection for individuals was published, which will make it necessary to reinforce internal control systems to prevent irregularities. The plaintiff’s effective defence, marks the spirit of the regulation which will reinforce compliance in the company. The definitive transposition in Spain of the European Union Directive 2019/1937 […]
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Legal entity administrator. Basic concepts. Legal entity administrator. Basic concepts.
There are many doubts that arise when deciding to appoint a legal entity administrator of another company and, for this reason, the matter should be studied in depth before making decisions. Mainly, administrators (or potential administrators) are usually interested in this option to try to protect themselves regarding the liabilities that may arise from its […]
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Royal Decree Law 19/2018 of the 23th of November 2018 on payment services, in force since the 25th of November 2018, in its Article 45, concerning the payment service provider’s liability in the event of unauthorised payment transactions, states the following in its first point: “… in the event that an unauthorised payment transaction is […]
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What value does a real estate Due Diligence bring […] What value does a real estate Due Diligence bring to the investor?
Due diligence is a verification process of possible contingencies and risks of a certain asset or company in operation. Is an essential precaution to avoid the frustration of the investor’s acquisition profitability expectations. In addition, as we know from self-experience at Devesa & Calvo Abogados, sometimes it is the seller himself who previously commissions professionals […]
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After participating in numerous hotel acquisition processes from the point of view of negotiation and operational legal advice, one learns to detect which are the aspects that can potentially entail the greatest legal contingencies in this sector. These are issues that, if are not properly analyzed within the framework of a prior due diligence work, […]
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What documentation is the entrepreneur required in […] What documentation is the entrepreneur required in order to request an insolvency proceeding?
According to the law the insolvency proceeding request must be accompanied by all the documents deemed necessary to prove the existence of an insolvency state, such as annual accounts, balance sheets, audit report, payment requests, constraints, embargoes, debt certificates from the Treasury and Social Security etc… In addition, the legislative text lists which documents must […]
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Legal persons’ criminal liability. Procedural issu […] Legal persons’ criminal liability. Procedural issues.
The new criminal liability version since the approval of the Organic Law 5/2010 of the 23rd of June, attributes the possibility that the legal person may be charged in accordance with the provisions in Article 31bis of the Criminal Code and consequently may be sentenced under the terms of Articles 33.7 and 66 bis of […]
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When does it consider the existence worker’s illeg […] When does it consider the existence worker’s illegal transfer?
It is increasingly common for companies to organize the development of their business activity, through figures known as outsourcing. This term implies a cost reduction and limitation of liability of the “client company”, to which such services are provided, derived from the labour relations with the persons providing those external services from which they benefit, […]
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The figure of the Sole Manager in the Temporary Un […] The figure of the Sole Manager in the Temporary Union of Companies (UTE’s).
The only legal provision referring to the U.T.E’s organization mode is the requirement of “Single Manager” figure, which is constituted as the single representative entity of the temporary union and, therefore, will have representation powers in the negotiation and procedure areas. In the applicable legislation, we can find the following references to this figure: “There […]
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The Agency Contract, what is it and what is it for […] The Agency Contract, what is it and what is it for.
The Agency Contract is regulated in Law 12/1992 of the 27th of May, which was promulgated due to the obvious necessity of differentiating the Agent from other similar figures that, still today, can cause confusion. Article 2 of this law defines the Agency Contract as the one by which “a natural or legal person, referred […]
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Tax liability for business succession: a real risk […] Tax liability for business succession: a real risk.
Within the economic circulation, on many occasions investment opportunities come up and offer us either the possibility of acquiring other businesses, or either to acquire functioning businesses or others that have ended their activity, but we think that we can relaunch with another type of management. Usually, the acquiring party prefers to buy the business […]
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The Register Book of Partnership or Register Book […] The Register Book of Partnership or Register Book of Contracts between the Single-Member Company and Sole Shareholder.
Should a Single-Member Company present a Register Book of Partners or Register Book of Nominative Shares? It is known, that the administrative body of limited liability companies is obligated to maintain and present a Registration book of Partners, which should contain as follows: (i) the statement of the shares (complete identification, nationality, and address) and […]
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Corporate and negotiation conflicts. Three keys fo […] Corporate and negotiation conflicts. Three keys for success.
In over my 15 years of professional practice I have participated as legal advisor in many corporate conflicts. In some cases, as a lawyer of organizations´ administrators and main shareholders and, in other cases, as a legal representative of minority partners, “rebels” with or without cause that try to enforce their rights with different objectives. […]
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When a group of businesses is considered to be at […] When a group of businesses is considered to be at labour level?
Many of our clients maintain a structure with various interrelated corporate organizations, but ignore exactly which are the consequences that this act can lead to. This is why we should differentiate between “a group of businesses” and “business group”. The first concept is safer in terms of the possible consequences in a labour level, while […]
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Compensation for clients in the agency contract. Compensation for clients in the agency contract.
The article 28 of the agency contract’s Law (Ley de Contrato de Agencia, “LCA”) establishes that “… when the agency contract extinguishes for either a fixed or indeterminate period of time, the agent which has provided new clients to the entrepreneur or that has increased noticeably the operations with the pre-existing clients, will have the […]
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Submission to arbitration in commercial contracts. […] Submission to arbitration in commercial contracts.
It is common in the commercial contracts, collaboration agreements between companies, and agreements of intention, that contractual parties in addition to regulating the main business purpose, individual obligations, contractual terms, resolution causes, or confidentiality duties, they also have to agree before which jurisdiction they will submit to settle the controversies that may arise in the […]
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The statutory stipulations of the remuneration to […] The statutory stipulations of the remuneration to the Administrators and their effects on the deductibility of the corpo […]
In this blog post, we are going to deal with content that often is unnoticed by the small and medium-sized companies, being able to be a main contingency focus with the tax authorities if the proper compliance of the commercial regulations is not adequately revised. In the first place, we must attend to the corporate […]
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The promissory note in asset acquisition operation […] The promissory note in asset acquisition operations.
The promissory note is an instrument used oftentimes in international operations for asset acquisitions, by virtue of which one part (issuer) undertakes to finance the other (beneficiary) a certain amount of money. Although the common thing is that the promissory note makes the funds available in favour of the beneficiary upon prior fulfilment of certain […]
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The appeal to the European Court of Human Rights. The appeal to the European Court of Human Rights.
The European Court of Human Rights (also known as the Strasbourg Court) is the Court intended to prosecute, the possible violations of rights avowed in the European Convention for the Protection of Human Rights and Fundamental Freedoms, by the member States of the Convention. The guaranteed rights are listed in the stated Convention ant the […]
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Appointment of Administrators: General rule and ex […] Appointment of Administrators: General rule and exceptions.
How and who can appoint an administrator? As a general rule and with a few exceptions, the competence for appointing and administrator lies with the General Meeting of Shareholders. Furthermore, this is an exclusive competence, so it cannot be delegated neither to the shareholders individually, nor to the administrative body. The appointment will need the […]
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When the insolvency proceeding is considered guilt […] When the insolvency proceeding is considered guilty.
Article 163 of the Bankruptcy Law states that the bankruptcy must be declared either fortuitous or guilty. Although the Law does not define fortuitous bankruptcy, Article 164 exhaustively regulates the so-called guilty bankruptcy, considering that its declaration applies if, within the two years prior to the date of declaration of the bankruptcy, there was fraud […]
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Which claims are paid first in insolvency proceedi […] Which claims are paid first in insolvency proceedings?
When a company is involved in insolvency proceedings, the first task is to classify the creditors’ claims, because it is essential to determine who will recover its claims from the bankrupt company first. Firstly, a distinction is made between the bankruptcy claims (“créditos concursales”) and claims against the estate (“créditos contra la masa”). Bankruptcy claims […]
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Less than a year ago, Article 62nd of the Consolidated Text of the Spanish Companies Law (“SCL”) was amended, introducing a new section, the current section 2, which has been integrated into the article on the basis of section 1 of Article 2 of Act 11/2018 of December the 28th, which amends the Commercial Code, […]
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Differences between voluntary and involuntary inso […] Differences between voluntary and involuntary insolvency proceedings.
The main conceptual difference between voluntary and involuntary insolvency proceedings is determined by whoever has initiated the proceedings. In this sense, if the application for insolvency proceedings has been made by the debtor itself, it will be considered such a voluntary insolvency proceeding (in Spanish, “Concurso Voluntario”), and the administrative body of the Company will […]
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The so called “pre-bankruptcy proceeding” in Spain […] The so called “pre-bankruptcy proceeding” in Spain during the State of Alert
Article 5 of the Bankruptcy Law states that “the debtor must request the declaration of bankruptcy within two months counted from the date on which it knew or should have known about the insolvency”. However, Article 43 of the very new Royal Decree Law 8/2020 of March 17th establishes that while the state of alert […]
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