IFICI: The new Portuguese tax regime that replaces RNH
Portugal has initiated a new stage in its international tax strategy with the implementation of IFICI, also known as RNH 2.0. This new regime seeks to strengthen the attraction of foreign talent and investment, maintaining competitive tax advantages while introducing stricter requirements in the application and eligibility process. Its main features are explained below. Key […]
Invalidity of the registered notice of meeting due to communication to a non-effective address
The validity of the registered notice of the general meeting of a company requires that the effective intervention of the affected directors be guaranteed, with a notice to the actual address, in accordance with the standard of the Madrid Provincial Court in its Ruling 274/2024, of 13 September , when it declared the nullity of […]
Usufruct of shares and abuse of rights: application of the lifting of the corporate veil by the AP of Barcelona
The Barcelona Provincial Court rules on the protection of usufructuary rights and shows that dilatory practices to the detriment of legitimate rights can lead to the lifting of the corporate veil, safeguarding the rights of those affected The Barcelona Provincial Court, in its Judgment of 19 July 2024, ruled on capital increases that sought to […]
Review of clauses on variable remuneration in the bylaws
The clauses in the articles of association regulating the variable remuneration of directors in companies must include ‘general reference indicators or parameters’ for the determination of such remuneration, stressing that ambiguity in these concepts may lead to their nullity, in accordance with the Directorate General for Legal Security and Public Faith (DGSJFP) in its resolution […]
Validity of a clause in the articles of association on the fair value of company shares
The DGSJFP confirms that the articles of association may establish their own procedures for the exercise of the right of pre-emptive acquisition, provided that they comply with legal principles and the corporate interest, while the inclusion of a specific mechanism for the valuation of the shares does not infringe the supplementary regime of article 107.2.d) […]
On the ancillary obligation to comply with the family protocol
An article of the bylaws establishing ancillary obligations whose specific and determined content does not appear in the article itself but by reference to the content of the family protocol contained in a deed duly identified, but neither registered nor deposited, is registrable. In its resolution of October 11, 2024, the Directorate General for Legal […]
Form of the notice of shareholders’ meeting and nullity due to lack of good faith or abuse of rights
The Provincial Court of Madrid, in its Judgment 230/2024 of 2 July, analysed the validity of a notice of a general meeting of a limited liability company, underlining that formal compliance with the legal requirements is not sufficient if a lack of good faith or an abuse of rights in the convening process is demonstrated. […]
The impossibility of registering ‘disagreements’ in the Companies Register
The Commercial Register does not allow the registration of proposals discussed at a shareholders’ general meeting that do not become resolutions due to tied votes, according to the decision of the Directorate General for Legal Certainty and Public Faith of 31 October 2024 (BOE no. 282 of 22 November), which confirmed the refusal to register […]
The nullity of the annual accounts does not automatically entail the nullity of those of subsequent years
Once the annual accounts for several years have been approved at the same general meeting, the nullity of the accounts for one year does not automatically entail the nullity of the accounts for subsequent years, which must be analyzed independently. In the case under examination, the minority shareholder of a corporation filed a lawsuit requesting […]
Failure to proclaim the results of the vote at a general shareholders’ meeting
The Judgment of the Barcelona Provincial Court (15th Section) of 10 September 2024 analyses the impact of the failure of the chairman of a general meeting to announce the results of the votes, particularly with regard to resolutions on the annual accounts. During a general meeting of a limited liability company, disagreements arose among the […]
