Legal framework for investing in Spain by Chinese investors
Legal advice for Chinese investments in Spain
Why investing in Spain?
Concept and purposes of the due diligence in Spain
The concept
The notion due diligence comes from Anglo-Saxon Law and refers to the duty of precaution to be taken by any reasonable buyer or investor. It consists in an investigation procedure completed by a buyer or an investor of the object of his potential acquisition, before making his final decision.
The role of the executor in the inheritance process in Spain
In this article, we will take a closer look at the role of the executor, which is regulated in article 892 of the Spanish Civil Code (Cc) and who appears on a regular basis in inheritance procedures in Spain.
The Economic Significance of the EU Data Protection Reform
The comprehensive reform of the European Union’s 1995 data protection rules, which is to come into effect following the conclusion of negotiations on its implementation between European Parliament and the Council of Ministers, will unify the data protection law across European member states and ensure more effective control of people over their personal data.
The Value of E-mail as Evidence in Spain
Electronic mail, or e-mail, has become a basic communication tool and as such can verify a multitude of situations and agreements that may be relevant as evidence in a trial. But how does a judge know if a printed e-mail provided as evidence in a trial has been modified by the party who provides it?
The transfer of personal data to the police in Spain
Many times, managers of companies are obligated to disclose personal employee information or images from security cameras to Spanish police officers. It raises the question whether supplying such information violates the law on the protection of personal data.
Commercial companies in Spain: partnerships and venture capital companies
The New Commercial Code in Spain regulates the general provisions applicable to all corporations, differentiating between two broad categories:partnerships and venture capital companies.
Within each category, there is a distinction between common provisions and particular or special provisions, such as public limited partnerships within partnerships and private limited companies and public limited companies within venture capital companies.
The provisions also incorporate the rules relating to European companies based in Spain, the issuance of bonds and limited partnership by shares.
- The Code arranges the financial statements, the amendment of the statutes, structural changes and separation and exclusion of partners. Also regulated are dissolution, liquidation and termination of corporations, listed companies and joint ventures.
- The Code emphasizes the establishment of the principle of equal treatment of shareholders under identical conditions, the regulation of the corporate website or the electronic domain of the company. Special attention is given to regulating methods of adopting corporate arrangements including, the rights of minorities and the administration of the company to challenge such arrangements. On the latter issue, basic rules on capacity to be an administrator, basic competence and power of representation are incorporated.
Venture capital
The Code reverses regulations on venture capital companies in favour of the public limited company, the preferred type of company. Many of the rules apply in favour of the private limited and public limited companies.
The Code aims to achieve greater correspondence between the capital of a company and the chosen corporate structure. Therefore, public limited companies must have a minimum amount of 3,000 euros in capital shares, whereas in venture capital companies the minimum is 120.000 euros.
- The Code details new techniques for electronic and simplified incorporation and incorporation in the special case of a public limited company with capital below the legal minimum. This was recently regulated by the Spanish Law in Support of Entrepreneurs.
- To overcome difficulties in the process of terminating a liquidated company due to a lack of assets, the code introduces a process – in the corporate rather than bankruptcy field – to determine whether there is the possibility of reintegration or paying the deficit justifying the bankruptcy declaration or if the company should continue with termination and cancelation of the registration of the company.
Listed Companies
The New Code maintains the differential treatment of listed companies established in the revised text of the Corporations Act 2010, along with some new features. It details the rules corresponding to company law and addresses issues such as the prohibition of restrictions on voting rights, the right to know the identity of shareholders, prior information of the general meeting, the right to submit new proposals for agreement and the specialties on the right to information.
Coordination with good rules of governance translates into greater momentum from the beginning to have balanced participation of both women and men on the boards of listed companies.
The Code is also responsible for shareholders associations and forums, the rules of public request for representation, conflict of interests and the types of directors, among others.
This draft legislation takes on the regime on joint ventures, economic interest groups, and temporary business unions. The concept of a group of companies is based on the criterion of control; i.e. a subordinate or hierarchical structure with a parent company and subsidiaries. However, it does not dispense with the existence of coordinating groups where two or more independent companies operate under a single management.
Complaint forms and the Law of Data Protection in E-Commerce in Spain
The Spanish trade is based on Royal Decree 1/2007 of 16 November 2007, which laid ground for the revised text of the General Law of Consumer and User Protection and other complementary acts. Nevertheless, and given that many responsibilities have been transferred to the Autonomous Communities, which will not be further discussed here, we will focus on the legislation of Madrid in this article.
Major modifications to work conditions contract in Spain
Substantial modifications contract Spain
- Significant modifications to the employment contract
In Spain, the Workers’ Statute governs major modifications to employment contracts.
