Directors’ reports and workers’ rights in mergers […] Directors’ reports and workers’ rights in mergers under Royal Decree-law 5/2023
Category: Company Law
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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The purchase and sale of insurance brokerages and […] The purchase and sale of insurance brokerages and portfolios: key aspects of the transaction
Key elements in the sale and purchase of insurance brokerages and portfolios However, beyond the figures and underlying motivations, the success of a transaction of this nature lies in the execution of a thorough due diligence process and a properly structured contract. Issues such as the transfer of personnel, identification of employment-related liabilities, and protection […]
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Convertible and/or exchangeable bonds: an essentia […] Convertible and/or exchangeable bonds: an essential tool for flexible corporate financing in the capital markets
The success of a financial transaction often depends on the ability to execute it quickly and without the delays and costs typically associated with traditional conversion methods. Companies, therefore, require mechanisms that afford them the agility and responsiveness demanded by today’s competitive environment. Among the instruments that enable companies to access various sources of financing […]
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The prohibition of competition by directors: a mec […] The prohibition of competition by directors: a mechanism to prevent unfair competition
Corporate governance carries with it a great deal of responsibility. A major concern is the potential conflict of interest of directors. In certain cases, a director could take advantage of his position to establish his own company, which is a direct competitor of the company he manages, thus diverting business opportunities or valuable resources to […]
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What is the Lombard Loan? The lombard loan is a type of collateralised legal transaction. Under it, the borrower offers the lender, as collateral, a security. This security may be enforceable in the event of non-compliance with the agreed repayment terms of the loan (or credit, because it can also be structured in this way). […]
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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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Key aspects to consider before creating a cooperat […] Key aspects to consider before creating a cooperative
Some entrepreneurs get carried away by the fiscal attractiveness of the cooperative legal form and decide to choose it as their corporate form without delving into all the conditioning factors involved. However, setting up a cooperative requires a good understanding of its fundamental principles, especially the open-door principle, which guarantees voluntary membership without discrimination of […]
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How can I protect my company’s intangibles? How can I protect my company’s intangibles?
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A company’s intangible assets, such as trade secrets, employee knowledge, reputation, intellectual property and technology, are among the most valuable assets for companies in the digital business environment. According to estimates, intangible assets account for 90% of the value of the US S&P 500 stock index. In addition, digital transformation confronts companies with emerging risks, […]
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How are VAT taxes applied to services provided by […] How are VAT taxes applied to services provided by individual CEO advisors to commercial companies?
Undoubtedly, the VAT taxation of services provided by individual Chief Executive Officers to commercial companies is one of the most controversial issues faced by companies and entrepreneurs on a daily basis, and as such, it generates significant interest.
For years, the uncertainty about the correct way to issue an invoice […]
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How BME Growth can be the perfect solution for you […] How BME Growth can be the perfect solution for your company’s future: frequently asked questions and key benefits
BME Growth is the stock market par excellence designed for SMEs seeking strategic opportunities for expansion and growth. This market has established itself as an essential tool for companies wishing to make the leap to the stock market, gaining access to new sources of financing that will enable them to remain competitive in an increasingly […]
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Liquidity management in the special tax regime for […] Liquidity management in the special tax regime for REITs
Real Estate Investment Trusts (REITs) are a type of company whose main activity focuses on the acquisition, development and refurbishment of urban real estate for rental purposes. Legally, the legal regime for this type of company is set out in Law 11/2009, of 26 October, which regulates Real Estate Investment Trusts (hereinafter referred to as […]
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Launching a start-up: 4 legal tips for entrepreneu […] Launching a start-up: 4 legal tips for entrepreneurs
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Launching a start-up is an adventure full of challenges, opportunities and crucial decisions that can define the success or failure of a company from the very beginning. In Spain, the legal and fiscal framework for companies that meet the characteristics of a start-up has a series of particularities that every entrepreneur should be aware of […]
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Investment in works of art through Free Investment […] Investment in works of art through Free Investment Companies (SILs)
Why are wealthy individuals starting to use SILs (Free Investment Companies) to manage their wealth? It is not surprising that more and more families with extensive wealth are opting to structure their investments through figures such as the Free Investment Company or SIL. The strict control that the tax administration is carrying out with the […]
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Tax advantages of making investments through SCRs […] Tax advantages of making investments through SCRs or venture capital companies
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The investment industry is continuously growing in Spain and gaining more and more weight. In our recent publications, we have tried to explain the main characteristics of some investment vehicles such as the Free Investment Companies or Closed-Ended Investment Companies (SICC). Along the same lines, in this article we are going to analyse the tax […]
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Following the articles we have published on other collective investment institutions such as Free Investment Companies and their tax benefits, as well as the monograph we published on the main vehicles for real estate investment in Spain, this time we are going to focus on closed-end collective investment entities other than venture capital firms, also […]
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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?
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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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Main vehicles for real estate investment in Spain Main vehicles for real estate investment in Spain
Real estate investment in Spain has experienced remarkable growth in recent years, making it an attractive focus for both domestic and international investors. Larger cities, such as Madrid and Barcelona, remain the focus of attention, but other less traditional regions, such as Alicante, Málaga and Bilbao, are seeing a significant increase in interest and investment. […]
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Restricted Share Units (RSUs) as an alternative me […] Restricted Share Units (RSUs) as an alternative mechanism to Stock Options and Phantom Shares
Employee incentive plans are a common instrument in companies, aimed at recognising the contribution of certain key people in the process of development and growth of the entities. Thus, these plans are remuneration instruments that grant their beneficiaries economic and/or political rights. Usually, these incentive schemes are linked to the granting of Stock Options or […]
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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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Tax implications of the exit of a shareholder from […] Tax implications of the exit of a shareholder from the shareholder structure
In family businesses, it is common to find certain corporate conflicts that can be resolved with the exit of the dissatisfied partner (or partners). In this article, we will explain the tax implications of the exit of a partner from the shareholding of a business entity. This issue is covered by the Capital Companies Act […]
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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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Transfer of transport cards in the event of a merg […] Transfer of transport cards in the event of a merger of companies
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In the business landscape, mergers and acquisitions are common strategies to drive growth, consolidate markets or improve the competitiveness of a company or group of companies. In particular, when these transactions involve companies in the transport sector, legal and operational challenges arise that must be managed with precision to avoid business disruptions. One of the […]
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Is it possible to revoke the voluntary appointment […] Is it possible to revoke the voluntary appointment of an auditor?
What is a statutory auditor Statutory auditors are professionals who are responsible for reviewing and verifying the annual accounts, and other financial statements or accounting documents, prepared by companies and other institutions in accordance with the regulatory framework. Their ultimate purpose is to issue a report indicating whether the annual accounts are true and fair […]
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The Equity Line as a formula for financing listed […] The Equity Line as a formula for financing listed companies
Nowadays, many companies need financing to realise their projects or to accelerate their growth and, to do so, they turn to alternative financing, which is a departure from traditional bank financing, under which companies incur debt to banks that provide the necessary funds to meet such business challenges. In this article, we look at the […]
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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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How and why should I register my trademark? How and why should I register my trademark?
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In a globalised and highly competitive world, intangible assets have become one of the most valuable elements of companies, as they not only reflect the economic figures of the business, but also represent the corporate identity, the perception of clients and the reputation of the company. The annual report prepared by Interbrand in 2023, in […]
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