
Bylaws and legal design of the business: keys to structuring a company from the outset
Bylaws as an instrument for the legal design of the business In today’s commercial world, there is a tendency to view the incorporation of a
Spain’s National Securities Market Commission (CNMV) has announced the creation of an Expert Committee to revise the Good Governance Code for listed companies (CBG). The last update took place in 2020, and the new version is expected in early 2026. The goal is to align the Code with new market challenges, sustainability requirements and international best practices.
The Good Governance Code, first issued in 2015 and updated in 2020, has become a benchmark framework for Spanish listed companies. Despite being soft law, many private companies adopt it voluntarily as a standard of transparency and a commitment to board professionalism.
The review to be carried out in 2025 aims to update the Good Governance Code to incorporate key elements such as financial sustainability, digitalization, cybersecurity, and the use of artificial intelligence in boards of directors. These factors are considered crucial to maintaining competitiveness and meeting international standards
The review process of the Good Governance Code involves a comprehensive update of its main areas, ensuring that Spanish companies align with the most demanding international standards in governance, sustainability, and digital transformation.
Listed companies should anticipate these changes to avoid compliance discrepancies once the new Code is adopted. Non-listed companies may also benefit from applying these practices as a differentiating factor when appealing to investors, clients and international partners. Corporate governance assessments and adaptation roadmaps are advisable.

Bylaws as an instrument for the legal design of the business In today’s commercial world, there is a tendency to view the incorporation of a

The obligation to prepare annual accounts: much more than an accounting formality Article 253 of the Spanish Companies Act (LSC) governs the obligation of directors

Executive Summary The Provincial Court of Barcelona has issued a landmark judgment clarifying the exercise of a shareholder’s right of separation due to failure to