Non-attendance of the directors of a company at the general shareholders’ meeting
The directors of a company are not allowed to delegate proxies to attend the general meeting, although their absence is not a cause for nullity of the resolutions adopted, with some exceptions. The general shareholders’ meeting of a limited liability company appointed a new joint director of the company. The directors of the company did […]
A director whose term of o ce has expired may convene a meeting to appoint a new director
A general meeting of shareholders may be convened by a director whose term of office has been expired for more than thirteen years and who has not been re-elected, for the purposes of appointing directors and consequently approving outstanding annual accounts and thus causing the re-opening of the company’s register sheet. In a Resolution dated […]
A director whose term of office has expired may convene a meeting to appoint a new director
A general meeting of shareholders may be convened by a director whose term of office has been expired for more than thirteen years and who has not been re-elected, for the purposes of appointing directors and consequently approving outstanding annual accounts and thus causing the re-opening of the company’s register sheet. In a Resolution dated […]
Startups and the new non-habitual resident regime (NHR 2024)
With the start of the new year of 2024, a new regime for non-habitual residents in Portugal also came into force, where innovation finds tax advantages. Embracing the vibrant start-up ecosystem, Portugal offers a series of tax benefits in terms of personal income tax to employees and board members of certified start-ups. Qualification Criteria Portugal […]
Global minimum tax for multinationals and large national groups in Spain
The tax would be applicable as of 1 January 2024 for Spanish entities that are part of multinational groups and those with revenues of more than EUR 750 million. On 19 December 2023, the Preliminary Draft Law transposing Council Directive (EU) 2022/2523 of 14 December 2022 was approved, for the creation of a supplementary tax, […]
The certifying powers of joint directors of a company with more than two directors
In companies with three joint directors appointed in the articles of association, certificates of corporate resolutions must be drawn up by all the directors of the company and not just by two of them. The Pontevedra Mercantile Register rejected the filing of the annual accounts presented with certification of only two of the three joint […]
Reexamination of the relationship theory and the personal income tax exemption for compensation received by directors upon termination of their senior management employment relationship without agreement with the company
The Central Economic-Administrative Court (TEAC) changes its criteria and establishes the need to assess the senior management employment relationship of the directors of companies and consequently apply the personal income tax exemption for compensation received due to the termination or dismissal of the senior management employment relationship. In the Resolution dated 18 December 2023, the […]
Compulsory filing of annual accounts without commencement of business activity by the company
The company is obliged to comply with commercial obligations, including the filing of annual accounts, from the same financial year in which the articles of association establish the commencement of operations, despite not having carried out any economic activity or not being registered in the Commercial Register. The DGSJFP, in its Resolution of 29 November […]
Applicability of restrictions on indirect transfers of equity interests
According to the Barcelona Provincial Court, unless there are tie-in agreements, it is not possible to extend to a company the restrictions to the transfer provided in the bylaws of another company in which it has an interest. The Judgment of the Provincial Court of Barcelona The judgment of the 15th Section of the Barcelona […]
An indefinite shareholders’ agreement
The Provincial Court rules on the validity of a clause in a shareholders’ agreement that establishes its duration until the members of the agreement acquire all of the share capital of the shares of three commercial entities. In judgment 361/2023 dated July 28, 2023, section 6 of the Provincial Court of Valencia analyzes the clause […]
