
Complete Guide to Company Incorporation in Spain
Establishing a company in Spain can be a quick and efficient process if well planned. However, when the founder is a foreign individual or entity,
The case arose when, pursuant to article 169 of the Capital Companies Act (LSC), a request was made to the company registrar for the convening of a general meeting to be held. The request, made by a group of shareholders, indicated as the registered office the address stated in the articles of association and in the Commercial Register. However, the applicants were aware that this address did not correspond to the real address, so that neither the company nor its director could be located at that address.
The meeting was held, at which it was agreed that the sole director would be dismissed and a new director appointed. In response to those resolutions, the director who had been removed brought an action challenging the validity of the meeting and, consequently, of the resolutions adopted.
At first instance, the claim was upheld as it was found that there had been an infringement of the essential hearing procedure provided for in article 169.2 of the LSC. The judgement emphasised that the conduct of the applicants violated the principle of good faith, depriving the director of the effective possibility of intervening in the proceedings.
On appeal, the Provincial Court dismissed the appeal and upheld the nullity of the notice of meeting and the resolutions adopted, based on the following reasoning:
Establishing a company in Spain can be a quick and efficient process if well planned. However, when the founder is a foreign individual or entity,
Spain has become one of the most attractive destinations for international professionals and entrepreneurs thanks to a combination of quality of life, global connectivity, and—most
The Provincial Court (AP) of Madrid considers that the lack of coincidence between the corporate purpose and the activities actually carried out by a company