Following the new reform of the Corporations Act, only shareholders may challenge corporate resolutions in Spain. In addition, the period to challenge a corporate resolution is fixed to one year.
One of the main investment alternatives in Spain for a foreign company is the establishment of a subsidiary. This article briefly reviews the two main types of companies in Spain and the ordinary procedures for their establishment.
This article briefly analyses the main differences between setting up a branch or a subsidiary; these differences should be kept in mind when choosing one or the other as a way of investing in Spain.
There are legal and statutory reasons for excluding a shareholder in Spain. Any shareholder who voted for an exclusion resolution is entitled to bring an exclusion action on behalf of the company.
According to the new reform of the Spanish Penal Code, a company’s criminal responsibility depends on its compliance with the duty of supervision and control established by the legislation, in which case it may be exonerated of the crime.
Challenging corporate resolutions, generally by minorities against majorities, occur more and more often before courts. The amendments to the law of corporations in Spain will minimize these conflicts.
This article contains some basic notes on the concept, main characteristics, process of formation and fiscal regime applicable to a Spanish branch, one of the main ways of investing in Spain.
Apart from a fine that a court may impose on a company found criminally liable in Spain, there are other consequences, just as harmful, that may affect the company.
A company will be exempted from criminal liability for crimes committed on its behalf if it has implemented a crimes prevention plan and if it has fulfilled the requirements of control and surveillance demanded after the Spanish Penal Code reform.
The representation system for public limited companies in Spain is more open regarding parties that may act as proxies on behalf on shareholder, but the manner of representation only grants special powers of attorney for each meeting and not general powers of attorney. In contrast, the manner of representation is stricter than in public limited companies whereby the representation is a shareholder may be carried out by anybody.
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