Merger and information to employees
In the case of mergers of wholly-owned companies that have no employees, it is not necessary to prepare a directors’ report, not even regarding the employees. In its resolution of December 16, 2024, the General Directorate of Legal Certainty and Public Faith (DGSJFP) analyzes a case in which a parent company absorbs its subsidiary, of […]
Requirements for the appointment of non-remunerated executive directors
Judgment no. 311/2024 of the Madrid Provincial Court of 4 October 2024 analyses the requirements of article 249.3 of the LSC on the appointment of unpaid managing directors in a family company, establishing that the absence of a contract does not invalidate the appointments of the managing directors, as they do not receive remuneration for […]
Challenging negative corporate resolutions
The Ruling of the Provincial Court of Valencia, of September 24, 2024, no. 162/2024 is generally in favor of the broad admissibility of the challenge of negative resolutions and, exceptionally, in cases of negative resolutions adopted abusively by the majority, in favor of the eventual judicial reformulation of the social will expressed at the general […]
IFICI: The new Portuguese tax regime that replaces RNH
Portugal has initiated a new stage in its international tax strategy with the implementation of IFICI, also known as RNH 2.0. This new regime seeks to strengthen the attraction of foreign talent and investment, maintaining competitive tax advantages while introducing stricter requirements in the application and eligibility process. Its main features are explained below. Key […]
Usufruct of shares and abuse of rights: application of the lifting of the corporate veil by the AP of Barcelona
The Barcelona Provincial Court rules on the protection of usufructuary rights and shows that dilatory practices to the detriment of legitimate rights can lead to the lifting of the corporate veil, safeguarding the rights of those affected The Barcelona Provincial Court, in its Judgment of 19 July 2024, ruled on capital increases that sought to […]
Validity of a clause in the articles of association on the fair value of company shares
The DGSJFP confirms that the articles of association may establish their own procedures for the exercise of the right of pre-emptive acquisition, provided that they comply with legal principles and the corporate interest, while the inclusion of a specific mechanism for the valuation of the shares does not infringe the supplementary regime of article 107.2.d) […]
On the ancillary obligation to comply with the family protocol
An article of the bylaws establishing ancillary obligations whose specific and determined content does not appear in the article itself but by reference to the content of the family protocol contained in a deed duly identified, but neither registered nor deposited, is registrable. In its resolution of October 11, 2024, the Directorate General for Legal […]
Form of the notice of shareholders’ meeting and nullity due to lack of good faith or abuse of rights
The Provincial Court of Madrid, in its Judgment 230/2024 of 2 July, analysed the validity of a notice of a general meeting of a limited liability company, underlining that formal compliance with the legal requirements is not sufficient if a lack of good faith or an abuse of rights in the convening process is demonstrated. […]
Closing of the registry for failure to file annual accounts
For the reopening of the registration sheet of a company for failure to file annual accounts, it is sufficient to file the accounts corresponding to the last three fiscal years for which the effect of closure has occurred. The Directorate General of Legal Certainty and Public Faith (DGSJFP), in its resolution of September 10, 2024, […]
Partial reproduction of legal provisions in the articles of incorporation with omission of certain mandatory paragraphs
The Directorate General for Legal Certainty and Public Faith (DGSJFP) rules that a partial reproduction of a legal rule in the articles of incorporation, which omits mandatory sections, does not imply its exclusion when the omission does not distort the rule or create confusion as to the applicability of the law. The DGSJFP, in its […]
