Representation of Shareholders at General Meetings in Spain
In Spain the Company Law establishes the regulations of shareholders meetings and their representation. Depending on the kind of company, it may be necessary to submit a proxy.
How to grant the authority to represent shareholders at General Meetings in Spain
In Spain, shareholders are, for various reasons, increasingly unable to attend General Meetings. However, they may choose to be represented at such Meetings by a proxy. Representation of a shareholder …
Compensation to an Administrator in Spain
According to the Capital Companies Act and the Doctrine of the Directorate General for Registers and Notaries, company bylaws must state whether an administrator receives compensation, and company bylaws are …
Universal Board Meetings in the Spanish Company
The Universal General Board Meeting remains valid even if notice requirements are not met, as stated in Article 178 of the Capital Companies Act. In this unique meeting, rules for notice are unnecessary, as unanimous agreement and the presence of all members ensure the respect of attendance, information, and voting rights.
Shareholders’ Attendance at General Meetings in Spain
According to Article 179 of the Companies Act, shareholders of limited liability companies (“S.L.”) may attend the general meeting. The bylaws of limited liability companies cannot establish a minimum number of represented shares to attend general meetings.
Sole business license to operate in Spain
The sole business license is the Law that unifies the market and provides free movement of goods in Spain. This license eliminates the requirement of submission to 17 different regulations and allows the offering of any product or service produced under Spanish regional regulations anywhere in Spain without additional formalities.
Directors’ retribution in the bylaws of the company in Spain
On March 7, 2013, the General Directorate of Registries and Notary issued a decision concerning the appeal against the Commercial and Personal Property Registrar’s refusal to register a public deed of company agreements. The decision outlines that to counter the presumption of gratuity, the bylaws must specify:
Attendance to Shareholders’ Meeting in Spain by electronic means
According to the Spanish Corporations Act, shareholders can attend meetings by electronic means. However, only public limited companies in Spain are currently able to use this method of attendance if the company’s bylaws authorize it. Attendance by electronic means must guarantee the identity of the individual who is attending the meeting electronically.
Ways to incorporate companies in Spain
There are now two electronic methods for incorporating companies in Spain, depending on whether standard bylaws are utilized. Alternatively, companies can still be incorporated using traditional paper filing, either physically or electronically with the Registry. In summary, there are two contemporary ways to incorporate companies in Spain.
The Gradually Established Limited Liability Company in Spain
The gradually established limited liability company is a new type of company with an aim to encourage foreign investment in Spain. Its legal structure is similar to the characteristics of the ordinary limited liability company except for some specific obligations aimed at the protection of third parties.
