
Start-ups, Law 28/2022 of 21 December
If you are thinking of launching a start-up in Spain, Law 28/2022 of 21 December could mark a turning point for your project. It is
The recent Judgment 466/2024 of 28 June, handed down by the Barcelona Provincial Court (ECLI:ES:APB:2024:7351), deals with the issue of the liability of the partners of a company which, although incorporated as a civil partnership, carries out commercial activities. In this case, the liability of a partner for a debt contracted by a company that operated as a civil law partnership, but in reality, carried out business activities in the hotel and catering sectors, which implied a special consideration of its legal regime.
As it was carrying on a business activity in the hotel and catering sector, the Court held that the regime for commercial companies, in particular the partnership regime, should apply, at least as far as relations with third parties were concerned. This criterion had previously been applied by the same court in its judgment of 22 November 2016 (ECLI:ES:APB:2016:13788).
On that occasion, it was established that the company’s business purpose, even if it was organised as a civil partnership, implied a legal consideration as an (irregular) commercial company due to its actual activity. Therefore, the partners are jointly and severally liable for the debts incurred on behalf of the company, both among themselves and with the entity itself.
This ruling highlights an important distinction in the liability regime for partners in civil partnerships versus shareholders in commercial companies (even if irregular). In civil partnerships, partner liability is, in principle, joint and subsidiary, as provided by Article 1698 of the Civil Code. However, in commercial companies, such as partnerships, shareholders are jointly and severally liable among themselves and subsidiarily liable with respect to the company, as set out in Articles 127 and 237 of the Commercial Code. Thus, the benefit of excussion allows shareholders to defend against direct claims until the partnership’s assets have been exhausted.
If you are thinking of launching a start-up in Spain, Law 28/2022 of 21 December could mark a turning point for your project. It is
Corporate tax is one of the main tax burdens for any company in Spain. But it is not all obligations: our system also offers tools
Executive summary In January 2025, the Organic Law 1/2025 was introduced, which amended article 365.3 of Spain’s Companies Act (LSC). The reform grants company directors