The obligation to indicate the date of commencement of operations when converting from a Civil Law Company to a Limited Liability Company
The transformation of a civil law company into a Limited Liability Company does not entail a new incorporation of the company, but it does require the adaptation of its articles of association to the new legal form. In this respect, although it is not always necessary to include the date of commencement of operations in […]
Convening a shareholders’ meeting by burofax is valid, despite the wording in the company’s bylaws
The Provincial Court of Madrid confirms that the use of the burofax is a valid means of convening shareholders’ meetings in limited liability companies, provided that the formal requirements of communication and acknowledgement of receipt are respected, even in those cases where the company’s bylaws specify the use of registered mail, as there is an […]
Individual liability action in the context of the so-called phoenix companies
Ruling 51/2024 of the Barcelona Provincial Court of 27 February 2024 has extended the applicability of the individual liability action, recognising that the injury to creditors’ rights is direct and does not require the reconstruction of the company’s assets, highlighting the need to protect credit rights and sanction abusive practices in the management of companies […]
Competence for the appointment of a voluntary auditor
The appointment of a voluntary auditor of a company may be made by the general meeting or by the management body, before or after the closing of the fiscal year to be audited and for the term deemed convenient and without consideration of the minority’s right to have an auditor appointed. The Resolution of May […]
Deductibility of remuneration received by directors in absence of a provision in the articles of association
The Supreme Court considers that the remuneration received by the directors is deductible, even if not provided for in the articles of association. In the ruling of 13 March 2024, STS 1622/2024, the Supreme Court considers that the so-called binding theory -i.e., that the condition of director absorbs any other employment relationship for all purposes- […]
Equal representation and gender balance in companies
The Organic Law 2/2024 of 1 August on equal representation and balanced presence of women and men (hereinafter “LO 2/2024”) has been enacted with the aim of improving gender balance in various areas, including gender representation among directors of listed companies. LO 2/2024 transposes Directive (EU) 2022/2381 of the European Parliament and of the Council […]
Interpretation of the DGSJFP on the capacity of the director to change of registered office of a SL
Although the articles of association allowed the change of registered office within the same municipal area, the DGSJFP interpreted this provision as an explicit limitation on the competence of the administrative body to transfer the registered office outside the municipal area. Royal Decree-Law 15/2017, of 6 October, on urgent measures regarding the mobility of economic […]
Tax neutrality regime for contributions to a family holding company
The TEAC and the DGT rule that contributions to holding companies, in the context of family tax planning, must be made with a correct economic motivation and not only to produce tax advantages. The Directorate General of Taxes (DGT) in Consultation V2214-23 of 27 July 2023 and, more recently, the Central Economic-Administrative Court (TEAC) in […]
Right to information of a shareholder in a limited liability company
There may be information that is rationally useful or relevant for the protection shareholders’ rights that is not essential for the exercise of their participation rights. In such cases, the denial of the information does not justify the challenge of the affected resolutions, but it does justify the exercise of other actions with the objective […]
The DGT rules on the transitional regime for the taxation of shares with an acquisition value of more than 20 million euros
Shares acquired before 2021 that represented a stake of at least 5% and had an acquisition value exceeding €20 million cannot benefit from the transitional regime for the exemption of dividends. In binding consultation V0886-24 dated April 23, 2024, the Directorate General for Taxation (DGT) establishes that if prior to January 1, 2021 the investments […]
