
Start-ups, Law 28/2022 of 21 December
If you are thinking of launching a start-up in Spain, Law 28/2022 of 21 December could mark a turning point for your project. It is
In judgment 361/2023 dated July 28, 2023, section 6 of the Provincial Court of Valencia analyzes the clause of a shareholders’ agreement that establishes a fixed term but, according to the plaintiff shareholders, de facto, indefinite term. The clause itself establishes the validity of the shareholders’ agreement until the purchase of shares by the shareholders of the entire share capital of three other specific business entities.
The PA considers that the shareholders’ agreement does establish a duration determined by a condition, which will be materialized with the acquisition of the shares by sale or otherwise, so that it does not allow for an indefinite duration to be foreseen because only four years have elapsed since its execution. Only when this acquisition proves to be impossible to perform, it can be understood that the duration of the shareholders’ agreement is indefinite and, therefore, on the basis of article 1,705 of the Civil Code, the shareholders can exercise a right of separation.
Although in the present case the PC does not detect the indefinite nature denounced, it also recognises, in general terms, the right that the shareholders would have to dissociate themselves from a shareholders’ agreement that obliges the signatory shareholders to remain in the same and against their will, without a term of duration, under the protection of the principles of good faith, protection of trust or abuse of rights.
If you are thinking of launching a start-up in Spain, Law 28/2022 of 21 December could mark a turning point for your project. It is
Corporate tax is one of the main tax burdens for any company in Spain. But it is not all obligations: our system also offers tools
Executive summary In January 2025, the Organic Law 1/2025 was introduced, which amended article 365.3 of Spain’s Companies Act (LSC). The reform grants company directors