Deductibility of remuneration received by directors in absence of a provision in the articles of association
The Supreme Court considers that the remuneration received by the directors is deductible, even if not provided for in the articles of association. In the ruling of 13 March 2024, STS 1622/2024, the Supreme Court considers that the so-called binding theory -i.e., that the condition of director absorbs any other employment relationship for all purposes- […]
Tax regime applicable to companies in the process of incorporation in the Commercial Register
Attribution of income tax liability for shareholders during the period between incorporation and registration of the company in the Commercial Register. Attribution of income tax liability for shareholders during the period between incorporation and registration of the company in the Commercial Register. The Supreme Court (SC) ruling of 17 June 2024 (ECLI:ES:TS:2024:3374) addresses the tax […]
Holding of a meeting at a place other than the registered office: In a van parked in front of the company’s registered office.
There is a problem of validity that prevents the registration of the resolution adopted at the meeting if it has been convened at the registered office, but was held in a vehicle parked in front of the registered office, due to the impossibility of access to the registered office. The DGSJFP Resolution of 28 May […]
Equal representation and gender balance in companies
The Organic Law 2/2024 of 1 August on equal representation and balanced presence of women and men (hereinafter “LO 2/2024”) has been enacted with the aim of improving gender balance in various areas, including gender representation among directors of listed companies. LO 2/2024 transposes Directive (EU) 2022/2381 of the European Parliament and of the Council […]
Consequences of the approval of the annual accounts prior to the availability of the auditor’s report
The date of the audit report, when dated after the shareholders‘ meeting, proves the infringement of the right of the shareholders to have all the information necessary to make informed decisions, even in cases where the audit report is unobjectionable or favourable, by virtue of the shareholders’ right to have such a report before approving […]
Temporal validity of the monetary contributions in the incorporation of a company
For the purposes of proving the deposit of the capital in a bank for the incorporation of a company, the essential factor for the purposes of calculating the term is not the date of the deposit, but the date of the issuance of the bank certificate. The Resolution of May 14, 2024, issued by the […]
Interpretation of the DGSJFP on the capacity of the director to change of registered office of a SL
Although the articles of association allowed the change of registered office within the same municipal area, the DGSJFP interpreted this provision as an explicit limitation on the competence of the administrative body to transfer the registered office outside the municipal area. Royal Decree-Law 15/2017, of 6 October, on urgent measures regarding the mobility of economic […]
Tax neutrality regime for contributions to a family holding company
The TEAC and the DGT rule that contributions to holding companies, in the context of family tax planning, must be made with a correct economic motivation and not only to produce tax advantages. The Directorate General of Taxes (DGT) in Consultation V2214-23 of 27 July 2023 and, more recently, the Central Economic-Administrative Court (TEAC) in […]
The successive power of sub-attorney in companies.
In order to avoid legal problems and to ensure that the powers are exercised within the legal limits, so as to prevent refusal of registration in the Commercial Register and to provide legal certainty for both the company and the attorney-in-fact, it is essential that the power of attorney is expressly defined. On 26 June […]
Right to information of a shareholder in a limited liability company
There may be information that is rationally useful or relevant for the protection shareholders’ rights that is not essential for the exercise of their participation rights. In such cases, the denial of the information does not justify the challenge of the affected resolutions, but it does justify the exercise of other actions with the objective […]
