Investment in works of art through Free Investment […] Investment in works of art through Free Investment Companies (SILs)
Category: mercantil
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
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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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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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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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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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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Legal adviser: Which companies are obliged to appo […] Legal adviser: Which companies are obliged to appoint one?
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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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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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Warrants and listed companies. For those new to capital markets, this concept will at least be familiar relating to economic press news about listed companies on markets such as the continuous Spanish Stock Exchange market (Bolsa Española) in Madrid, the Alternative Stock Market (MAB) or EURONEXT in Paris. Indeed, shares or shares portfolios are one […]
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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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