Corporate Governance
We have extensive experience assisting international clients with the corporate maintenance of their investment vehicles. Our work includes recurring tasks such as supporting general shareholders’ meetings and boards of directors, as well as advising on business-related operations.
Our expertise includes advising numerous international clients on the corporate maintenance of investment vehicles, the contractual maintenance of the initial investment, and the negotiation of basic contracts required for the development of the project.
Our team adapts to the ongoing needs of each client and to the pace of their business, facilitating the understanding of the Spanish legal and regulatory environment during the development of the investment in a flexible and personalized manner.
Download our guide to the main corporate obligations
We provide a series of concise and practical guides covering the key areas in which we offer legal advice. Each guide addresses the most common questions we receive from our clients. They are available in the publications section and at the bottom of this page.
Our tools and services:
- Company Formation (Spain: S.L., S.A. / Portugal: S.Q., S.A.).
- Provision of ready-to-operate shelf companies (ShelfCos).
- Bank account openings, KYC documentation.
- We act as attorneys-in-fact and represent our clients before public or private entities.
- Proxy holders.
- Representation at general shareholders’ meetings and board of directors’ meetings.
- Advice to the general shareholders’ meeting and the company’s directors on corporate matters.
- Compliance with commercial obligations, maintenance and legalization of corporate books, domiciliation services, and monitoring and upkeep of corporate records and obligations.
We act on behalf of our clients in board meetings and general shareholders’ meetings of both domestic and foreign companies. We provide services as board secretaries and in equivalent positions, always in the best interest of our clients.
Periodic review of the corporate structure to adjust or improve our clients’ level of compliance with commercial obligations, including the control of powers of attorney, appointment of auditors, and revocation of officers.
GOOD CORPORATE GOVERNANCE IN COMMERCIAL COMPANIES
Corporate governance refers to the set of rules, principles and instructions that regulate the composition and work of the governing bodies of a company. Good corporate governance reinforces the vision of third parties outside the company of its possibilities through the confidence of customers, investors, employees and suppliers, which results in greater profitability of the company in any business it starts or in which it intervenes, favors credibility with third parties and the permanence and loyalty of these, promoting business growth and the generation of profits that are the basis for proper management of the company.
The regulation of good corporate governance in Spain is mainly based on the Ley de Sociedades de Capital, which regulates the principles of compliance and the duties of directors. The Unified Code of Good Corporate Governance, which is mandatory for listed companies in Spain, establishes a comply or explain principle. But fundamentally, the regulation of good corporate governance is based on corporate policy, since internal rules must come before the legal imperative.
As for Portugal, good corporate governance is mainly based on the Código das Sociedades Comerciais. Although in 2016 the Portuguese Securities Markets Commission (CMVM) Code was revoked, giving way to market self-regulation, and the establishment of the Código de Governo das Sociedades of the Portuguese Institute of Corporate Governance (IPGC), which promotes the use of the standards of good corporate governance, without being a binding code.
Based on the above, the basic principles and recommendations of good corporate governance could be summarized as follows:
- Information: there should be clear information on whether or not the established good practices are being complied with.
- Transparency: meetings should be clear and all those involved should be aware of the appropriate information.
- Participation: the company should facilitate participation in the meetings and enhance the right to attend.
- Responsibility: the governing body should act diligently and responsibly.
- Periodic evaluation: the administrative body should carry out a process of periodic evaluation of compliance with the principles of good governance.
- Respect for time: the management body should be responsible for time management.
- Risk prevention: provide the company with a compliance department that is independent from the rest of the company and detects risks, problems and misconduct.
- Encourage what is different: a variety of ideas should be encouraged in the administrative body.
