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 […]
Incorporation of a company with the corporate purpose of the purchase of shares, stocks and its management
Incorporation of a company with the corporate purpose of the purchase of shares, stocks and its management The Directorate General for Legal Certainty and Public Faith (DGSJFP), by decision of 17 May 2024, revoked the registry qualification referring to the registration of a limited company whose corporate purpose included the participation in the capital of […]
Minimum content of the bylaws of companies
Well-structured bylaws are essential for efficient business management, promoting the operation of the company as long as clear rules are established and ambiguities in decision-making are minimised, as well as serving as a guide for resolving conflicts and making critical decisions. The bylaws are a set of essential rules governing both the operation and the […]
The Provincial Court of Madrid recognizes the possibility of bringing an individual action for liability in the event of stripping of a company’s assets
Although in principle the stripping of a company’s assets can be pursued through a corporate liability action, in exceptional and qualified circumstances and individual action is appropriate. The Provincial Court of Madrid, in judgment 132/2024 of April 23, dealt with a case in which a sole director diverted clients from one company to another, which […]
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 […]
