Category: societies

Can I transform my Limited Liability Company (LLC) […] Can I transform my Limited Liability Company (LLC) into an Public Limited Company (PLC)?

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Can I transform a LLC into a PLC
The regulation of limited and public limited companies (LLC and PLC) in Spain, is mentioned in the included in the Spanish Royal Legislative Decree 1/2010, of 2 July, which approves the revised text of the Capital Companies Act, however, it does not include the transformation procedure, as this legal figure is one of the so-called […]
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The distribution of dividends. The distribution of dividends.

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Fondo claro
The participation of individuals and legal entities in a company is done with the hope that the company will make a profit. Shareholders or partners are given the opportunity to collect the profits of the investment made in the company, established in our legal system as a mere expectation, by what we call dividends. These […]
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Is it necessary to disburse 3,000 EUROS to set up […] Is it necessary to disburse 3,000 EUROS to set up a limited liability company?

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Fondo oscuro
Without prejudice to the possibility of not providing proof of the reality of the contributions in Limited Liability Companies in accordance with art. 62. 2 of Article 62 of the Consolidated Text of the Capital Companies Act – a matter that was already dealt with in a previous post – the fact is that the […]
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The co-optation procedure in corporations; union m […] The co-optation procedure in corporations; union means streght.

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Fondo oscuro
We all know that members play a vital role in boards and meetings, not only because of the information they receive, but also because they usually take part in decision-making process. That is why the co-optation procedure is considered as particularly important (at least in Corporations): As per article 224 of the Spanish Law of […]
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Zombie Companies: Implications of corporate inacti […] Zombie Companies: Implications of corporate inactivity.

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Fondo oscuro
It is not unknown that some businessmen have opted over the years to leave their companies “inactive” when, in fact, they should have opted for their dissolution and liquidation before they became the so-called “Zombie Companies”. The purpose of this decision was none other than to avoid considerable dissolution and liquidation costs (basically, the formal […]
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What documentation is the entrepreneur required in […] What documentation is the entrepreneur required in order to request an insolvency proceeding?

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Fondo oscuro
According to the law the insolvency proceeding request must be accompanied by all the documents deemed necessary to prove the existence of an insolvency state, such as annual accounts, balance sheets, audit report, payment requests, constraints, embargoes, debt certificates from the Treasury and Social Security etc… In addition, the legislative text lists which documents must […]
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The figure of the Sole Manager in the Temporary Un […] The figure of the Sole Manager in the Temporary Union of Companies (UTE’s).

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Fondo oscuro
The only legal provision referring to the U.T.E’s organization  mode is the requirement of “Single Manager” figure, which is constituted as the single representative entity of the temporary union and, therefore, will have representation powers in the negotiation and procedure areas. In the applicable legislation, we can find the following references to this figure: “There […]
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The Register Book of Partnership or Register Book […] The Register Book of Partnership or Register Book of Contracts between the Single-Member Company and Sole Shareholder.

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Fondo oscuro
Should a Single-Member Company present a Register Book of Partners or Register Book of Nominative Shares? It is known, that the administrative body of limited liability companies is obligated to maintain and present a Registration book of Partners, which should contain as follows: (i) the statement of the shares (complete identification, nationality, and address) and […]
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Corporate and negotiation conflicts. Three keys fo […] Corporate and negotiation conflicts. Three keys for success.

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Fondo oscuro
In over my 15 years of professional practice I have participated as legal advisor in many corporate conflicts. In some cases, as a lawyer of organizations´ administrators and main shareholders and, in other cases, as a legal representative of minority partners, “rebels” with or without cause that try to enforce their rights with different objectives. […]
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When a group of businesses is considered to be at […] When a group of businesses is considered to be at labour level?

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Fondo oscuro
Many of our clients maintain a structure with various interrelated corporate organizations, but ignore exactly which are the consequences that this act can lead to. This is why we should differentiate between “a group of businesses” and “business group”. The first concept is safer in terms of the possible consequences in a labour level, while […]
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