Corporate Governance
Seegman provides legal support to businesses on all stages of development, to maintain corporate structures in a simple and thorough way.
Our legal services aim to accompany the client throughout the investment process in or through Spain and Portugal, integrating us into their internal or external multidisciplinary team.
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.
Get the Guide to the main corporate obligations
We have created a brief guide to help you understand the process of incorporating and maintaining a company in Spain and Portugal, including a list of what we have found to be our clients’ most frequently asked questions.
Our tools and services:
Seegman can help in setting-up your own company tailored to your specific needs or offering already-incorporated shelf-companies, ready-to-use (S.L. and S.A. in Spain or their equivalents in Portugal, S.Q. and S.A.).
We can support you with ongoing entity management and governance, such as overseeing board and general shareholders’ meeting requirements, filling secretary, non-executive director or legal representative positions in the board, offering domiciliation services, keeping track of and maintaining regular filings and obligations with public administrations.
We offer a one-off or regular service to review the corporate structure and make sure it is compliant with local legal requirements, in as much depth as you require in each case. We produce our findings in a clear, standard document that can be used in a number of jurisdictions and situations, and which can offer updates on progress when carried out regularly.
Seegman can help you navigate bank and regulatory complicance processes, by collecting, reviewing and presenting the documentation in a way that is clear for the financial instution involved, and avoinding unnecesary and burdensome requests and delays.
We can act as proxies and represent you locally before a notary or other public or private entities, avoiding the need to deploy employees and resources, as well as unnecessary travel. Through a special power of attorney and a specific authorization we can appear before the public authority and sign in your name and behalf.
We have extensive experience in acting in executive and non-executive positions in boards of directors in national and foreign companies in a broad range of industries.
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.