Conflicts of interests among shareholders in the general meeting
The Supreme Court (TS) confirms that the prohibition on voting rights under Article 190.1 c) of the Spanish Companies Act (LSC) only applies to rights and obligations arising from the articles of association or unilateral acts of the company. Disputes arising from external contractual relationships fall under the ordinary regime of Article 190.3 LSC and […]
Statutory clause authorizing the company to take out civil liability insurance for its directors
A statutory clause authorizing the company to take out civil liability insurance (D&O) for its directors is not sufficient to clearly and bindingly integrate the remuneration system. To be registrable, such a provision must establish the insurance as part of the remuneration regime with a determined and mandatory nature, in accordance with the requirements of […]
Filing of annual accounts with an unfavorable opinion from the auditor
It is possible to file a company’s annual accounts with the Commercial Registry even if the auditor’s report contains an unfavorable opinion, provided that such opinion has been formally issued and it is not impossible to audit due to lack of cooperation by the company or because the accounting information is unverifiable. This position was […]
What is an ETVE and why is it key in international tax planning?
An ETVE (Entidad de Tenencia de Valores Extranjeros, or Foreign Securities Holding Company) is a company incorporated in Spain that benefits from a special tax regime applicable to dividends and capital gains derived from holdings in non-resident entities. Its purpose is to facilitate the channeling of foreign investments while optimizing the tax burden on international […]
Legal status of the individual representative
The individual representative of a legal entity acting as a director assumes an organic position with full joint and several liability. This appointment carries significant legal and tax implications, especially in complex corporate structures. In the field of Commercial Law, the role of the individual representative appointed by a legal entity acting as director of […]
Complete Guide to Company Incorporation in Spain
Establishing a company in Spain can be a quick and efficient process if well planned. However, when the founder is a foreign individual or entity, the operation requires deeper analysis that goes far beyond formal compliance: it’s essential to understand the legal, tax, and operational framework to make solid foundational decisions from the outset. At […]
Beckham Law: Tax Benefits for Foreign Workers
Spain has become one of the most attractive destinations for international professionals and entrepreneurs thanks to a combination of quality of life, global connectivity, and—most importantly—strategic tax incentives. One of the most notable is the Beckham Law, a special tax regime that allows inbound workers to be taxed as non-residents, benefiting from a reduced tax […]
Sustainability Report 2024
DOWNLOAD
Right of separation due to change in corporate purpose
The Provincial Court (AP) of Madrid considers that the lack of coincidence between the corporate purpose and the activities actually carried out by a company does not allow a shareholder to separate from the company. In its judgment no. 46/2025 of February 7, 2025, the AP analyzes the challenge to a shareholders’ meeting agreement regarding […]
Joint account agreement or irregular partnership
The Provincial Court (AP) of Jaén confirmed the nullity of a joint account agreement signed in August 2015, on the grounds that it concealed an irregular partnership whose purpose was to circumvent an express legal prohibition on administrative concessions for tobacco shops. Two individuals signed a contract, which was nominally classified as a joint account […]
