Business law

We accompany our clients in the planning of their investments in Spain or Portugal for an orderly and effective structuring and implementation. We offer a business vision and understanding of jurisdictions usually present in estate planning schemes.

We advise the client from a corporate and tax point of view for the planning and structuring of the investment in Spain or Portugal, in coordination with other jurisdictions and international teams. Our services are designed to assist our clients in the operation of commercial or industrial companies, as well as holding or asset structures.

We offer services necessary for the establishment or acquisition of the appropriate corporate vehicles for each client. Our team also has extensive experience in the analysis, negotiation and execution of investments in local and international assets, using pre-existing vehicles.

Our services may include, among others, the following:

  • Sale of dormant companies (S.L. and S.A. in Spain or their equivalents in Portugal, S.Q. and S.A.).

  • Incorporation of tailor-made companies.

  • Establishment of international holding structures.

  • Establishment of ETVEs in Spain or SGPSs in Portugal.

  • Implementation of corporate structures. Negotiation and implementation of SHA.

  • Elaboration of bank compliance to ensure the establishment of accounts and flow of means of payment.

  • Review and negotiation of lease agreements for offices / commercial spaces.

  • Identification and application for the necessary licenses or administrative authorizations.

  • Coordination in the registration in the relevant public registries.

  • Application for licenses and administrative authorizations.

  • Application for trademarks and trade names.

  • Review of legal documentation (legal due diligence).

  • Drafting and negotiation of relevant contracts.

  • Coordination with law firms in larger and larger transactions.

  • Coordination and execution on behalf of the client of the relevant documentation for the acquisition.

  • Post-acquisition restructuring.

  • Assistance in the compilation of documentation necessary for compliance with the reporting obligations of financial institutions or other service providers.

  • Preparation of basic documentation dossier for corporate and financial compliance.


The increasingly strict controls on jurisdictions traditionally used in wealth and business planning schemes, and the limitations that extend to the low taxation of offshore profits, lead companies to rethink the organization of their holding structures through jurisdictions that offer legal certainty and tax efficiency. 
Spain, due to its excellent network of treaties to avoid double taxation and investment
protection, offers a real alternative for the relocation of holding companies of business groups, or as a jurisdiction to be considered in an estate planning structure with some Latin American component.
The tax regime of the Foreign Securities Holding Entities or Entidades de Tenencia de Valores Extranjeros (ETVE), becomes a figure to be considered in international corporate restructuring schemes. It was introduced in Spain in 1995 to attract foreign investment with benefits similar to those established in other jurisdictions, such as Luxembourg and Holland.
In Portugal, the Sociedades Gestoras de Participações Sociais (SGPS) are the equivalent of the Spanish ETVEs. The special tax regime applicable to SGPSs is characterized by one of the most favorable tax exemption regimes in Europe. 

The advantages applicable to these special tax regimes consist of considering as exempt in Spain or in Portugal, as the case may be, income from (i) the distribution of dividends by investees and (ii) capital gains generated by the transfer of shares in non-resident entities, provided that certain requirements are met.

The gross investment flow channeled through companies under the ETVE regime in 2021 was €2,267,249.82. The gross investment flow channeled through companies not under the ETVE regime was €29,123,015.00.