If a foreign company’s main activity is in Spain, it must have a corporate presence in Spain, either through the creation of a subsidiary, branch, commercial office or the acquisition of an existing business. Each option has its own legal and tax requirements, and the choice will depend on the business needs and objectives.
The concept of loyalty shares was heavily involved in the subsequent changes to the reform of the Spanish Companies Act (Ley de Sociedades de Capital). Its introduction aims to reinforce the attractiveness of the corporate regime in Spain to investors.
The capital increase through credit compensation reduces the risk of insolvency and avoids the declaration of insolvency proceedings, thus providing a solution for companies with high liabilities.
The possibility of designating a Foreign Director is one of the most pertinent questions for foreign individuals and companies intending to develop a business via a capital company in Spain.
Law 5/2021, dated 12 April, which amends the Revised Text of the Spanish Capital Companies Act, introduces the possibility of holding general shareholders’ meetings exclusively through telematic means.
The growing relevance of companies, their partners, and administrators as economic actors has also introduced the proliferation of corporate crimes such as false accounting, abusive and harmful agreements, or the denial of corporate rights.
At the end of the fiscal year, the administrators of the company are responsible for preparing the annual accounts, convene an ordinary general meeting to approve them and deposit the accounts at the Commercial Registry.
On 24th May 2019 was published the draft law amending the Corporate Enterprises Act and other financial rules in Spain. Its objective is to adapt them to the European legislation (Directive (EU) 2017/828) in terms of promoting the long-term involvement of shareholders in listed companies.
Although the duties of company directors and senior managers may overlap, their rights and obligations to the company differ considerably. While the former is subject to commercial legislation, the latter is subject to labour law.
The December 2018 reform of article 348 of Real Legislative Decree 1/2010, 2nd July, approving the consolidated text of the Law on Capital Companies, amends and clarifies the necessary conditions for a shareholder’s right to withdrawal due to a failure to distribute dividends in accordance with the mentioned law.
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