The failure to provide a valid economic reason for the restructuring of a family-owned business group
The tax benefit is not a valid economic motive for the restructuring and creation of the holding company, but could be indicative of a tax avoidance strategy. The National Court (AN), in its ruling of October 10, 2023 and on the occasion of the appeal No. 047/2020, ratifies the criterion followed by the Central Economic […]
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, […]
It is not possible to appoint a sole director in a limited liability company in liquidation
In the Resolution dated 19 February 2024 (published in the Official State Gazette of 19 March), the Directorate General for Legal Security and Public Faith (DGSJFP) ratifies the refusal to register a new director. The appellant sought the appointment of a sole administrator under the argument that liquidation does not imply the automatic dissolution of […]
Resolutions of the TEAC applying the ruling of the Constitutional Court on the unconstitutionality of RDL 3/2016
We have access to the first rulings of the TEAC recognizing the invalidity of some of the measures introduced in the Corporate Income Tax Law by Royal Decree-Law 3/2016, which included greater limitations on the offsetting of tax losses and double taxation deductions, as well as the mandatory reversal of impairment losses on shareholdings. We […]
Relaxation of the standard of the DGT for the accreditation of environmental deductions without modifying the returns of the years prior to 2015.
In a recent ruling, the DGT has allowed that environmental deductions be proven withing the maximum period of 15 years, including the investments made in years that have been verified. The relevant issue refers to the deductions for investments in assets intended for environmental protection for which the public authorities had to issue a validation […]
Representation powers granted by the joint directors
Joint directors are not a collegiate body and must act jointly. The granting of a power of attorney to one of them cannot be made by certification of a resolution of the managing body, but rather by the execution of a public deed granting power of attorney. In the Resolution of 16 January 2024, the […]
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 […]
Portugal: tax changes in 2023 due to the approval of the General State Budget
Law 24-D/2022 of 30 December approves the State Budget for 2023, with specific amendments to the Personal Income Tax Code (Código do IRS) and Corporate Income Tax. In this information note we briefly describe the relevant changes for individuals in the Global Mobility field. Non-Habitual Resident Regime There are no changes to the special tax […]
