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Corporate Governance & Secretarial Services

Our legal services aim to accompany the client throughout the investment process in or through Spain and Portugal, integrating us into their internal or external multidisciplinary team.

Our expertise includes advising numerous international clients on the corporate maintenance of investment vehicles, the contractual maintenance of the initial investment, and the negotiation of basic contracts required for the development of the project.

Our team adapts to the ongoing needs of each client and to the pace of their business, facilitating the understanding of the Spanish legal and regulatory environment during the development of the investment in a flexible and personalized manner.

  • Appointment of independent directors.

  • Maintenance and legalization of corporate books.

  • Drafting of the necessary corporate minutes.

  • Coordination and notarization of corporate decisions.

  • Coordination and registration of corporate decisions.

  • Maintenance of the power of attorney structure within the company.

  • Monitoring of compliance with legal requirements during the company’s life.

  • Compliance services related to periodic tax and accounting obligations of foreign investments.

  • Drafting and negotiation of contracts and their novations.

  • Coordination in the execution of contracts.

  • Registered office and / or fiscal address.

  • Management of correspondence.

  • Coordination with financial and business teams or advisors for the liquidation of the investment.

  • Drafting and negotiating the termination of contracts.

  • Coordination and execution of the public deed of liquidation.

  • Coordination and registration of the liquidation.

  • Acting as liquidator

GOOD CORPORATE GOVERNANCE IN COMMERCIAL COMPANIES

Corporate governance refers to the set of rules, principles and instructions that regulate the composition and work of the governing bodies of a company. Good corporate governance reinforces the vision of third parties outside the company of its possibilities through the confidence of customers, investors, employees and suppliers, which results in greater profitability of the company in any business it starts or in which it intervenes, favors credibility with third parties and the permanence and loyalty of these, promoting business growth and the generation of profits that are the basis for proper management of the company.
The regulation of good corporate governance in Spain is mainly based on the Ley de Sociedades de Capital, which regulates the principles of compliance and the duties of directors. The Unified Code of Good Corporate Governance, which is mandatory for listed companies in Spain, establishes a comply or explain principle. But fundamentally, the regulation of good corporate governance is based on corporate policy, since internal rules must come before the legal imperative.
As for Portugal, good corporate governance is mainly based on the Código das Sociedades Comerciais. Although in 2016 the Portuguese Securities Markets Commission (CMVM) Code was revoked, giving way to market self-regulation, and the establishment of the Código de Governo das Sociedades of the Portuguese Institute of Corporate Governance (IPGC), which promotes the use of the standards of good corporate governance, without being a binding code.

An examination of the state of the company in general should be carried out, reviewing the existing legal information within the company. It can be done through an internal or external compliance procedure, which analyzes possible anomalies through an audit.

Based on the above, the basic principles and recommendations of good corporate governance could be summarized as follows:
  • Information: there should be clear information on whether or not the established good practices are being complied with.
  • Transparency: meetings should be clear and all those involved should be aware of the appropriate information.
  • Participation: the company should facilitate participation in the meetings and enhance the right to attend.

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  • Responsibility: the governing body should act diligently and responsibly.
  • Periodic evaluation: the administrative body should carry out a process of periodic evaluation of compliance with the principles of good governance.
  • Respect for time: the management body should be responsible for time management.
  • Risk prevention: provide the company with a compliance department that is independent from the rest of the company and detects risks, problems and misconduct.
  • Encourage what is different: a variety of ideas should be encouraged in the administrative body.
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