Category: Blog
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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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.
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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.
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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).
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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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¿Qué es un warrant? Un warrant es un título valor negociado en un mercado oficial de valores que otorga a su titular el derecho (pero no la obligación) de comprar o vender una determinada cantidad de un activo, denominado “activo subyacente”, a un precio fijo y durante un plazo determinado. El activo subyacente puede consistir […]
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Zombie Companies: Implications of corporate inacti […] Zombie Companies: Implications of corporate inactivity.
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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.
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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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Penalties for non-compliance with obligations rela […] Penalties for non-compliance with obligations relating to the Equality Plan.
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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.
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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.
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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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Bank liability in unauthorised online payment tran […] Bank liability in unauthorised online payment transactions
Royal Decree-Law 19/2018, of 23 November, on payment services, in force since 25 November 2018, provides in Article 45, concerning bank liability in the event of unauthorised payment transactions, as follows in its first paragraph: “…where an unauthorised payment transaction is executed, the payer’s payment service provider shall refund the amount of the unauthorised transaction […]
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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?
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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?
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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.
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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?
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La cesión ilegal de trabajadores es una de las cuestiones más relevantes en el ámbito de la externalización empresarial y, al mismo tiempo, una de las que más dudas genera. Cada vez es más frecuente que las compañías organicen el desarrollo de su actividad mediante subcontratación, tercerización, externalización u outsourcing. Con todos estos términos se […]
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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).
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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.
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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.
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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.
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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.
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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?
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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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