The DGT rules on the transitional regime for the taxation of shares with an acquisition value of more than 20 million euros
Shares acquired before 2021 that represented a stake of at least 5% and had an acquisition value exceeding €20 million cannot benefit from the transitional regime for the exemption of dividends. In binding consultation V0886-24 dated April 23, 2024, the Directorate General for Taxation (DGT) establishes that if prior to January 1, 2021 the investments […]
Incorporation of a company with the corporate purpose of the purchase of shares, stocks and its management
Incorporation of a company with the corporate purpose of the purchase of shares, stocks and its management The Directorate General for Legal Certainty and Public Faith (DGSJFP), by decision of 17 May 2024, revoked the registry qualification referring to the registration of a limited company whose corporate purpose included the participation in the capital of […]
Minimum content of the bylaws of companies
Well-structured bylaws are essential for efficient business management, promoting the operation of the company as long as clear rules are established and ambiguities in decision-making are minimised, as well as serving as a guide for resolving conflicts and making critical decisions. The bylaws are a set of essential rules governing both the operation and the […]
Right to be informed in a modification of a Professional Limited Liability Company (SLP)
The DGSJFP examines the shareholder’s right to be sufficiently informed of the content of the proposed amendment. In the Resolution dated April 16, 2024 (published in the “BOE” of May 15), the Directorate General of Legal Security and Public Faith (DGSJFP) heard an appeal against the negative qualification of a deed of resolutions adopted by […]
The Provincial Court of Madrid recognizes the possibility of bringing an individual action for liability in the event of stripping of a company’s assets
Although in principle the stripping of a company’s assets can be pursued through a corporate liability action, in exceptional and qualified circumstances and individual action is appropriate. The Provincial Court of Madrid, in judgment 132/2024 of April 23, dealt with a case in which a sole director diverted clients from one company to another, which […]
The failure to provide a valid economic reason for the restructuring of a family-owned business group
The tax benefit is not a valid economic motive for the restructuring and creation of the holding company, but could be indicative of a tax avoidance strategy. The National Court (AN), in its ruling of October 10, 2023 and on the occasion of the appeal No. 047/2020, ratifies the criterion followed by the Central Economic […]
Requirements for convening the general meeting
Failure to specify the legal cause of dissolution in the notice to the general meeting does not absolutely nullify such notice, provided that the matter for which the shareholders have been called is not unspecified, although other matters outside the agenda may not be addressed. The Resolution dated March 22, 2024 of the DGSJFP examines […]
Effectiveness of the sale of shares in a private document
The transfer of shares requires a public deed in order to be effective vis-à-vis the company and in general for the transfer to be enforceable against third parties, whereas the private share sale agreement is only effective between the parties but not as a substantive requirement. The Resolution dated 10 September 2023 by the DGSJFP […]
Refusal to attend the general shareholders’ meeting due to lack of agreement to appoint the representative of a company
A legal entity may not attend the general shareholders’ meeting by means of two legal representatives in conflict with each other, and it must therefore be agreed that only one representative will attend the general shareholders’ meeting. The SAP IB 3022/2023 ruling dated 23 November 2023 issued by the Provincial Court of Palma de Mallorca, […]
It is not possible to appoint a sole director in a limited liability company in liquidation
In the Resolution dated 19 February 2024 (published in the Official State Gazette of 19 March), the Directorate General for Legal Security and Public Faith (DGSJFP) ratifies the refusal to register a new director. The appellant sought the appointment of a sole administrator under the argument that liquidation does not imply the automatic dissolution of […]
