Right of separation due to change in corporate purpose
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 does not allow a shareholder to separate from the company. In its judgment no. 46/2025 of February 7, 2025, the AP analyzes the challenge to a shareholders’ meeting agreement regarding […]
Joint account agreement or irregular partnership
The Provincial Court (AP) of Jaén confirmed the nullity of a joint account agreement signed in August 2015, on the grounds that it concealed an irregular partnership whose purpose was to circumvent an express legal prohibition on administrative concessions for tobacco shops. Two individuals signed a contract, which was nominally classified as a joint account […]
Merger by absorption: When to file corporate income tax?
In the context of a merger by absorption registered in the Commercial Registry during the 2025 fiscal year, the absorbing entity assumes the obligation to file corporate income tax returns for both its own activity and that of the absorbed entity for the current fiscal year. The income generated by the absorbed entity will be […]
Guidelines for setting the remuneration of directors
The Supreme Court confirms that the remuneration of directors must be proportional to the importance and economic situation of the company, in accordance with article 217.4 of the Capital Companies Act (LSC). The Supreme Court has ruled on an appeal against a judgment of the Provincial Court that had upheld the challenge to the shareholders’ […]
Validity of testamentary provisions for the disassociation of voting rights from shares
The Provincial Court of Madrid reaffirms that testamentary provisions can establish the disassociation of voting rightsof shares without violating corporate public policy. Facts of the case In his will, Mr. Alfredo bequeathed the bare ownership of shares in Aceites Toledo S.A. to his sons, Mr. Evelio and Mr. Cándido, while his wife, Mrs. Evangelina, received […]
Convening of company meetings: abuse of rights and good faith according to the Supreme Court
The recent Ruling of the Supreme Court (SC) of 6 February 2025, no. 190/2025 dealt with a case in which a call for a meeting, despite formally complying with legal and statutory requirements, was declared null and void on the grounds that it violated the principle of good faith and constituted an abuse of rights. […]
Appointment of a voluntary auditor at any time with respect to the end of the financial year
The General Directorate of Legal Certainty and Public Trust (DGSJFP) has ruled on an appeal lodged against the refusal of the Commercial Registry to register the appointment of a voluntary auditor in a limited company not obliged to have an audit. The resolution, published in BOE (Official State Gazette) no. 310 of 25 December 2024, […]
Obligation to keep books and documents in the liquidation of companies
The General Directorate of Legal Certainty and Public Faith (DGSJFP) has, through its decision of 14 January 2025, has confirmed the need to include in the public deed of liquidation the liquidator’s statement regarding his obligation to keep the commercial books and other corporate documentation or, where appropriate, the indication of its non-existence, as required […]
Portuguese 2025 State Budget – main tax measures
The Portuguese State Budget for 2025, enacted through Law no. 45-A/2024 of December 31, introduces a series of tax measures aimed at at strengthening the competitiveness of companies and improving employees compensation. The following changes took effect on January 1, 2025. 1. Adjustments to the Corporate Income Tax (IRC) (a) Reduction in Corporate Tax […]
Merger and information to employees
In the case of mergers of wholly-owned companies that have no employees, it is not necessary to prepare a directors’ report, not even regarding the employees. In its resolution of December 16, 2024, the General Directorate of Legal Certainty and Public Faith (DGSJFP) analyzes a case in which a parent company absorbs its subsidiary, of […]
