The foundation: definition, establishment, and adv […] The foundation: definition, establishment, and advantages
Category: Company Law
In our legal system, non-profit entities play a key role in various spheres such as culture, social welfare, and politics. These entities have legal personality and are classified into non-profit associations and foundations. Our partner in the Corporate Law Department, Juan Antonio Botella, previously published an article on foundations in the field of art. Accordingly, […]
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Artificial Intelligence in the legal M&A sect […] Artificial Intelligence in the legal M&A sector
The emergence of artificial intelligence (AI) is transforming legal practice across numerous sectors, and the field of mergers and acquisitions (M&A) is no exception. This technology has not only introduced new tools to automate repetitive tasks and analyse vast amounts of data, but it is also reshaping the way lawyers and advisers structure, negotiate, and […]
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Directors’ reports and workers’ rights in mergers […] Directors’ reports and workers’ rights in mergers under Royal Decree-law 5/2023
The new legal framework for mergers in Spain: Royal Decree-law 5/2023 The entry into force of Royal Decree-law 5/2023 (RDL 5/2023), which regulates structural modifications in commercial companies, has sparked debate over the requirement for a directors’ report to be provided to workers in certain types of mergers, particularly in the context of simplified mergers […]
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Ancillary benefits in capital companies: what are […] Ancillary benefits in capital companies: what are they and how do they work?
Ancillary obligations are regulated in Article 86 et seq. of the Capital Companies Law (LSC). They can be defined as those obligations that the partners assume, beyond making the contribution to the capital stock to the company. These types of obligations may be remunerated or free of charge. They can also be linked to the […]
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What happens if I transfer my shares without respe […] What happens if I transfer my shares without respecting the right of pre-emptive acquisition?
In limited liability companies, as a general rule, the transfer of shares is subject to a number of restrictions in order to protect the stability of the company by avoiding uncontrolled changes in the ownership of the share capital. These limitations on the transfer of shares are a consequence of the closed nature of this […]
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In previous posts in our blog, we have highlighted the growing interest in Free Investment Companies (SIL), as they are flexible investment vehicles that allow investment in any type of financial asset (shares, stocks, crypto-assets, etc.), offering a minimum taxation in the Corporate Income Tax. In today’s post, we will detail the main tax benefits […]
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The Free Investment Company (‘SIL’) is a type of collective investment institution (‘IIC’) that is little known, but which enjoys significant advantages, both from the point of view of flexibility in its types of investment and from a commercial and taxation point of view. To such an extent that, from our professional experience at Devesa, […]
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10 mistakes to avoid when raising capital in finan […] 10 mistakes to avoid when raising capital in financing rounds
Raising capital is one of the most challenging tasks startups face. Moreover, although raising investment can be the boost needed to scale a business, the process of raising funds is full of obstacles, and there are certain mistakes that can be very costly, both for companies with little experience in the market and for those […]
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Organic Law 2/2024: Are companies prepared for the […] Organic Law 2/2024: Are companies prepared for the new mandatory parity?
On 22 August, Organic Law 2/2024 on Equal Representation and Balanced Presence of Women and Men (the ‘Law’) came into force, which is a further step in the quest for gender equality in Spain. This law not only transposes the European Directive 2022/2381 on gender parity on boards of directors, but its scope is more […]
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The Board of Directors’ Regulations: what ar […] The Board of Directors’ Regulations: what are they and when are they mandatory?
Within the Spanish legal system, legal entities are regulated and governed by two main bodies; (i) the General Meeting and; (ii) the Administrative Body, the latter being in charge of the management and representation of the Company. Thus, Royal Legislative Decree 1/2010, of 2 July, which approves the revised text of the Corporate Enterprises Act […]
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Legitimisation to challenge corporate resolutions […] Legitimisation to challenge corporate resolutions in court
Article 206 of the Caorporate Enterprises Act regulates the standing to challenge corporate resolutions adopted by the General Meeting of a commercial company. Percentage of share capital required to challenge company resolutions In principle, any of the directors, third parties with a legitimate interest and shareholders who have acquired such status prior to the adoption […]
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Exemptions for family businesses: I have a company […] Exemptions for family businesses: I have a company that leases real estate, what are the consequences for wealth tax?
As we mentioned in a previous post, the value of the shares held must be declared in the Wealth Tax (IP). As a reminder, in that article we also commented on the so-called “family business exemption”, which is established in article 4-Eight-Two of Law 19/1991, of 6 June (LIP). In this new article, we analyse […]
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About takeover bids: What are they and how do they […] About takeover bids: What are they and how do they work?
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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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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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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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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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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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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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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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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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 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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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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