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 thereare tie-in agreements, it is not possible to extend to acompany the restrictions to the transfer provided in thebylaws 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 Provincial Court No. […]
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 […]
Rectification of a capital increase requires the agreement of the General Meeting of Shareholders
The reduction of the share capital must be adopted by a resolution to decrease the share capital, complying with the requirements of the Capital Companies Act and with the adoption of the creditor protection mechanisms deemed necessary by the General Meeting. In the Resolution dated 16 October 2023, the Directorate General for Legal Security and […]
Deductibility of remuneration received by directors without approval by the general meeting of shareholders
The Supreme Court considers that the remuneration received by the directors cannot be considered as mere donations due to the fact that they are not approved by the General Shareholders’ Meeting or due to the commercial nature of the relationship with the company. In the ruling of 18 January 2024, STS 214/2024, the Supreme Court […]
Shareholder’s standing to bring a company action for liability brought by the company
The shareholder is entitled to bring a direct company action in cases of breach of the duty of loyalty, irrespective of whether the company has previously brought such an action. By allowing the shareholder to have standing to bring the identical action, the right of the minority shareholder is protected, who would not be left […]
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 […]
