To sum up, companies that suffer from patrimonial imbalances and/or situations of insolvency can either reach agreements with their creditors (partners or third parties) in order to guarantee the viability and the survival of the business or, if they default, put an end to the corporate activities and proceed to the adequate dissolution and winding-up of the company.
A limited liability company (L.L.C.) is the most common company form in Spain given its balance between regulatory oversight and freedom to contract and the simplicity of its formation.
Articles 360-370 of the Spanish Companies Act regulate the dissolution of limited liability companies (L.L.C.).
Last May, the Spanish Supreme Court overturned a Court of Appeals ruling on a dispute between Air France and one of its part-time employees regarding the counting of the employee’s paid leave (Cass. Soc., 12 May 2015, No. 14-10.509). The subject of paid leave, an irrefutable right, is not always clear to both employees and employers.
A L.L.C. is a company with a flexible legal framework, with few mandatory rules and which places a special emphasis on the will of the parties as expressed in its articles of incorporation.
The main advantage in acquiring a shelf company is saving time. A company’s start-up period can be circumvented by acquiring a shelf company and the purchaser receives a company which is capable of acting within a very short time.
Doctrine has reiterated on several occasions through judgements and resolutions of the General Direction of Registry and Notary the ability that administrators of a company in Spain have to resign or renounce their position.
The English term compliance, or conformité in French, refers to abiding to internal and external standards of businesses (best practices, Code of Ethics, anti-corruption, prompt risk prevention at the workplace, data protection, money laundering, etc.). Compliance with these rules can prevent and avoid tortious conduct by companies, among others offenses.
A business transfer is a change of ownership of a company, or a part of it, through a legal transaction. During the years 1977 (77/187 EC) and 2001 (2001/23), European legislation has pursued legal unification in the matter. However, there are still some differences between countries.
To convene a General Meeting, proof of the status of the shareholder is sufficient, without it being necessary that the shareholder have a minimum percentage of the share capital. In cases other than the calling of an ordinary General Meeting, the following requirements must be met: