Requirements for convening the general meeting
Failure to specify the legal cause of dissolution in the notice to the general meeting does not absolutely nullify such notice, provided that the matter for which the shareholders have been called is not unspecified, although other matters outside the agenda may not be addressed. The Resolution dated March 22, 2024 of the DGSJFP examines […]
Effectiveness of the sale of shares in a private document
The transfer of shares requires a public deed in order to be effective vis-à-vis the company and in general for the transfer to be enforceable against third parties, whereas the private share sale agreement is only effective between the parties but not as a substantive requirement. The Resolution dated 10 September 2023 by the DGSJFP […]
Refusal to attend the general shareholders’ meeting due to lack of agreement to appoint the representative of a company
A legal entity may not attend the general shareholders’ meeting by means of two legal representatives in conflict with each other, and it must therefore be agreed that only one representative will attend the general shareholders’ meeting. The SAP IB 3022/2023 ruling dated 23 November 2023 issued by the Provincial Court of Palma de Mallorca, […]
Obligation to disclose related party transactions in the notes to the financial statements
Failure to indicate the existence of related party transactions in the notes to the financial statements renders the resolution approving the annual accounts of a company null and void In ruling 512/2023 of 14 July 2023, the Madrid Provincial Court annulled the resolution approving the annual accounts on the grounds that they did not reflect […]
Internacional Business Centre of Madeira
This information note seeks to clarify some points for our Clients regarding the Special Tax Regime for the International Business Center of Madeira (hereinafter, the “IBC Regime”), through some notes that aim to dispel possible misconceptions. First of all, it is essential to debunk the idea that the scheme has been repealed or that it […]
Registration of a corporate resolution to rescind a previous transformation resolution
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Shareholder’s standing to bring a company action for liability brought by the company
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Deductibility of remuneration received by directors without approval by the general meeting of shareholders
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Rectification of a capital increase requires the agreement of the General Meeting of Shareholders
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Obligation to set out the specific remuneration of the directors in the articles of association of the company
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