Registration of a corporate resolution to rescind a previous transformation resolution
Corporate resolutions that seek to render a previous resolution null and void shall not have retroactive effect and must meet the requirements laid down in the legal system for the adoption of the new resolution. In 2020, a public limited company adopted by majority vote a resolution to convert into a limited liability company. In […]
Related-party transactions and directors’ duty of loyalty
Directors have a duty to act in good faith and in the best interests of the company, and must therefore refrain from participating in the deliberation and voting on resolutions and decisions that give rise to a direct or indirect conflict of interest. In judgment 504/2023 dated 29 November 2023, the Barcelona Provincial Court heard […]
End of the Portuguese Non-Habitual Residents Regime (“RNH”)
On the November 29th, 2023, the Portuguese Parliament have approved the Portuguese Budget Bill for 2024 (the “Budget 2024”). After one and a half month of discussions and a lot of uncertainty, it was confirmed that the current special tax regime for Non-Habitual Residents (the “NHR”) will have some relevant changes. To clarify, we will […]
Build to Rent. Legal considerations in Spain
In the real estate sector, Build to Rent is understood to mean an investment in assets with the ultimate aim of obtaining income from long-term leases of the assets. The investment typically funds the acquisition, development, building, rehabilitation or adaptation of the asset, which is usually real estate. The impact on the global economy of […]
International relocation to Spain from non-EU countries
Spain is increasingly emerging as an attractive destination for foreign investment and high net worth individuals, as it offers tax efficient structures in an EU country. One result is that emerging companies and those with an advanced track record should consider Spain as a place to establish their holding corporate structure. Advantages of Spanish domicile […]
Joint and several liability of the administrator for dissolution of the company
I. Introducción En el presente artículo abordaremos el régimen de responsabilidad de los administradores por deudas sociales, haciendo hincapié en aquellas contraídas frente a la Seguridad Social a propósito de la sentencia 1103/2022 dictada el 27 de julio de 2022 por la Sala de lo Contencioso-Administrativo, Sección Tercera del Tribunal Supremo, que es objeto de […]
New Startup Law: Law 28/2022, of 21 December, to promote the startup ecosystem
Spain has adopted important changes to corporate and personal tax that encourage foreign investment and the movement of qualified professional talent. I. Main novelties The Startup Law amends relevant provisions in Spain’s main tax laws: the Personal Income Tax Law, the Non-Resident Income Tax Law, the Wealth Tax Law and the Corporate Income Tax Law, […]
The “blacklist” of tax havens and the coexistence of regulations.
The latest update of the EU list of non-cooperative countries and territories has been published, increasing by three jurisdictions to a total of twelve. As has become customary since 5 December 2017, when the European Union’s list of “non-cooperative countries and territories for tax purposes” was first published, there have been regular entries and exits […]
The pre-pack in the new Insolvency Law
The procedural deadlines in traditional insolvency proceedings under Spanish insolvency law are incompatible with the dynamics of the debtor’s insolvency situation. Pre-pack has arisen to speed up the sale or restructuring of the bankrupt’s assets. This permits the court to approve an asset liquidation program for the total or partial payment of the insolvency debt, […]
Nationality Convention between Spain and France
I. Current situation On March 29, 2022, the Nationality Convention between the Kingdom of Spain and the French Republic (the “Convention”), signed in Montauban on March 15, 2021, was published in BOE 75/2022. The Convention allows one individual to hold both Spanish and French nationalities, and the recovery of Spanish nationality lost due to acquisition […]
