About takeover bids: What are they and how do they […] About takeover bids: What are they and how do they work?
Category: Blog
Takeover bids in Spain represent a crucial mechanism within the legal and financial framework for the acquisition of shares of listed companies in the Spanish market. What is a takeover bid? A takeover bid is a transaction whereby all the shareholders of a listed company are offered to acquire its shares or any securities that […]
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How does the distribution of dividends affect a co […] How does the distribution of dividends affect a company when its partner is not a tax resident in Spain?
There are many cases in which a company established in Spain distributes dividends to its partner who is not a tax resident in Spain. In this type of case, both Spanish companies and non-resident partners encounter difficulties in determining the taxation of this income. This is due to the fact that not only are Spanish […]
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The international joint venture agreement as a for […] The international joint venture agreement as a formula to internationalise a business
Many clients come to law firms to tell us that they intend to manufacture their products abroad or to internationalise their business by selling their products or services in other markets they do not yet reach. On many occasions, moreover, clients tell us that they want (or need) to internationalise their activity with a local […]
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How can I protect my clients, suppliers and employ […] How can I protect my clients, suppliers and employees in cooperation agreements with third parties?
Entering into partnerships with third parties outside our company is key to business growth, enabling companies to leverage synergies, expand market reach and improve operational efficiency. However, in most cases, these agreements involve third parties having access to sensitive data about our organisation, such as our network of clients, suppliers or employees. Therefore, in addition […]
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Personal income tax exemption for work carried out […] Personal income tax exemption for work carried out abroad
In the process of internationalisation and globalisation in which the business world is currently involved, it is increasingly common for company employees and managers to be sent temporarily from Spain to work abroad to carry out work of different levels of qualification, either for end clients or, on many occasions, for subsidiaries of the group in the […]
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Reform of the Civil Proceedings Law Royal Decree-Law 6/2023 of 19 December, approving urgent measures for the implementation of the Recovery, Transformation and Resilience Plan in the areas of public service of justice, civil service, local government and patronage, has thoroughly reformed the Civil Procedure Act. How to notify a civil judicial procedure to a […]
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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
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?
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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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When an individual participates in a company, whether in a personal capacity or as a legal entity, they do so with the expectation and confidence that the company will generate profits. Shareholders or members are afforded the opportunity to reap the returns on their investment in the company. Under our legal system, this is characterised […]
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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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