Donation rebate with document formalized before a foreign Notary public
The Regional Economic-Administrative Court of Madrid (TEAR) recognizes the ISD rebate even with a document formalized by a foreign Notary Public. In a Resolution dated May 12th, 2023, the TEAR upheld the claim filed against the provisional ISD liquidation of the Community of Madrid, determined by the DGT of the Community of Madrid, which denied […]
Request by minority shareholder for a notary witnessing the shareholders meeting and inefectiveness of corpote resolutions
The General Directorate of Legal Certainty and Public Faith girded to the wording of Article 203 of the Spanish Companies Act (SCA). The GDLCPF ratified the resolution issued by the Commercial Registry rejecting the recording of a public deed executing corporate resolutions reached by the Shareholders’ Meeting of a Spanish company by the appropriate majority […]
Deductibility of the IS of the remuneration of a director with dual relationship
The Supreme Court reiterates the doctrine on the tax deductibility for Corporate Income Tax (IS) of the remuneration of a director who also performs senior management functions. By ruling STS 4594/2023 of November 2, 2023, ECLI:ES:TS:2023:4594, the Litigation Chamber of the Supreme Court has developed how the deductibility of expenses in Corporate Income Tax should […]
The provisional deregistration in the AEAT Entities Index prevents the registration of the dissolution of a company and the appointment of the liquidator
The dissolution of the company and the appointment of the liquidator are not part of the entries that the Registrar may make if the marginal note of closure due to provisional deregistration in the Index of Entities is in force. The Directorate General of Legal Security and Public Faith (DGSJFP) reiterates the criterion that exclusive […]
Application of the reduced corporate income tax (IS) rate of 15% to dormant companies
Applicability of reduced 15% CIT rate to newly created companies that have remained inactive from incorporation until sale of its shares. Start of activities is crucial. The General Directorate of Taxes (DGT) in binding consultation V2203-23 of 26 July 2023 analyses the case of Article 29. 1 of Law 27/2014, of 27 November, on Corporate […]
Modification of the statute of limitations to claim for directors’ liability for company debts
The statute of limitations for the action for directors’ liability for company debts shall coincide with the limitation period of the action to claim the company’s debt with the same starting date. In the Ruling STS 4540/2023 of 31 October, the Supreme Court, sets precedent in considering that neither the four-year period from the date […]
Liability of the director for the actions of the previous director
A new director of a company may be liable for damages caused by the actions of the previous director, as long as it has been established that the director has not acted with sufficient diligence. The Provincial Court of Madrid, in Decision 307/2023 of 3 April, sentences the former director of a company to pay […]
The Constitutional Court declares the measures affecting Corporate Income Tax since 2016 unconstitutional
The Constitutional Court (TC) announced the declaration of unconstitutionality of certain tax measures introduced in the Corporate Income Tax (CIT) in 2016. Through a briefing note, the TC announced the ruling of the Plenary session of the TC declaring unconstitutional the measures regarding the CIT, introduced by Royal Decree 3/2016 of 2 December and which […]
Non-attendance of the directors of a company at the general shareholders’ meeting
The directors of a company are not allowed to delegate proxies to attend the general meeting, although their absence is not a cause for nullity of the resolutions adopted, with some exceptions. The general shareholders’ meeting of a limited liability company appointed a new joint director of the company. The directors of the company did […]
A director whose term of o ce has expired may convene a meeting to appoint a new director
A general meeting of shareholders may be convened by a director whose term of office has been expired for more than thirteen years and who has not been re-elected, for the purposes of appointing directors and consequently approving outstanding annual accounts and thus causing the re-opening of the company’s register sheet. In a Resolution dated […]