Article 348 bis, on a business partner’s right of separationArticle 348 bis of the LSC recognizes the right of separation of the partner due to lack of distribution of dividends. The article, among others, resolves the concrete case of a stockholder who expects to leave the company and who has not indicated so explicitly in the committee.Read more
About the salary of executive directorsThe Supreme Court, in its February 26th, 2018 decision, decided on the controversial question of the salary of administrators and its control on part of the partners. The ruling goes against the position of the General Directorate of Registries and Notaries (GDRN) and the majority doctrine.Read more
The abusive exercise of the shareholder’s right to informationThe shareholder’s right to request for information about the company is a fundamental right. However, it is not an unlimited or absolute right. In this regard, the Spanish Supreme Court has already ruled this in different judgments.Read more
The Right of exit of the Shareholder with the Entry into Force of Article 348. bisArticle 348.bis, which recognizes the right of exit of a minority shareholder due to failure to distribute dividends, entered into force on the 1st of January 2017 after the suspension of its validity by means of a transitional provision of the Corporate Enterprises Act, approved on the 2nd of October 2011.Read more
The transformation of a General Partnership into a Limited PartnershipA general partnership is a contract through which two or more people agree to a share capital, with the purpose of undertaking a business activity and distributing the profits. It is an obsolete and uncommon form in the Spanish commercial market, for which, on numerous occasions, it is necessary to transform such partnerships into an LLC or corporation.Read more
Procedure to move the legal headquarters in SpainThe modification of the legal headquarters of a company in Spain has traditionally been the responsibility of the general meeting. The LSC now expedites this procedure with the entry into force of the 15/2017 Royal-Decree-Law providing a new interpretation of article 285 of the LSC and thus clarifying that the change of the registered office will be the responsibility of the Administrative Body.Read more
The contract of the managing director in SpainThe Corporate Enterprises Act in Spain requires an agreement on the appointment of a managing director if the executive power is vested in a board member. The appointment of the managing director shall require the favourable vote of two-thirds of the board members.Read more
Conflict resolutions between shareholders and management executivesConflicts between shareholders may be one of the main causes of the termination of many companies. The best solutions for conflicts are to prevent and avoid them. These solutions may consist of procedural protocols that include clauses or formulas of resolution in a company’s own statues, or by using extrajudicial dispute resolution mechanisms.Read more
Obligations of inactive companies in SpainMany entrepreneurs or managers decide to “let a company die” or fail to communicate to the Spanish Treasury its inaction, understood as the discontinuation of activities set out in its corporate purpose and statutes and not generate income from these activities.Read more
The Code of good governance of listed companies in SpainAmong the objectives of the Code of Good Governance are: to manage the maximum levels of competitiveness of Spanish companies, to generate trust and transparency for national and foreign shareholders and investors, to enhance the internal control and corporate responsibility of companies and to assure the adequate distribution of functions, tasks and responsibility within companies.Read more
