
Bylaws and legal design of the business: keys to structuring a company from the outset
Bylaws as an instrument for the legal design of the business In today’s commercial world, there is a tendency to view the incorporation of a
By ruling STS 4594/2023 of November 2, 2023, ECLI:ES:TS:2023:4594, the Litigation Chamber of the Supreme Court has developed how the deductibility of expenses in Corporate Income Tax should be interpreted for remuneration received by directors with executive positions, in accordance with Article 14.1.e), now Article 15.e) of Law 24/2014 on Corporate Income Tax, which regulates the non-deductibility of expenses for “donations and liberalities”.
The SC establishes as jurisprudence, in its tenth legal basis, that the remuneration in these cases cannot be considered as a liberality, since the remuneration is not received as a member of a board of directors but by the employment relationship of real and effective services.
Consequently, the remuneration, not being liberalities, will be deductible for IS, provided that it corresponds to the rendering of real, effective and undisputed services.
This is a ratification of the criterion previously set forth in the judgment of March 30, 2021 (RCA/3454/2019;ES:TS:2021:1233) and more recently in the judgment of June 27, 2023 (appeal 6442/2021, ECLI:ES:TS:2023:3071).

Bylaws as an instrument for the legal design of the business In today’s commercial world, there is a tendency to view the incorporation of a

The obligation to prepare annual accounts: much more than an accounting formality Article 253 of the Spanish Companies Act (LSC) governs the obligation of directors

Executive Summary The Provincial Court of Barcelona has issued a landmark judgment clarifying the exercise of a shareholder’s right of separation due to failure to