Asset deal vs. share deal in small market M&A transactions: key considerations for structuring wisely
In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares
The DGSJFP, in its Resolution of 29 November 2023, decided on the appeal filed regarding the refusal by the Commercial Register to register the annual accounts of a company for the financial year 2022 due to the temporary closure of the register page, due to the failure to file the accounts for the previous financial year.
The issue under discussion, which is important to take into account, is that it is mandatory to file the annual accounts for the financial year in which the company is incorporated, even if the entry in the register or the actual commencement of business occurs in a later financial year.
The time criterion is mainly based on the fact that Article 24 of the Capital Companies Act expressly allows the articles of association to set a commencement of business after the date of incorporation.
In the present case, the company was incorporated on 30 December 2021, coinciding with the commencement of operations by statutory provision, and the obligation to submit the annual accounts of the company arose for that financial year, 2021. However, the Directorate General allows the annual accounts to limit their content to the statement that the company has not carried out any business activity, although the format of such document is not specified.
In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares
Executive Summary The High Court of Justice of Madrid, in its ruling 681/2025 of 17 September (rec. no. 1991/2021), confirms that a tax residence certificate
Executive Summary In its ruling on the unification of criteria on 17 July 2025 (Ruling 03697/2025), the Central Economic-Administrative Court (TEAC) established that taxpayers covered