mercantile law

Imbalance of Assets and Liabilities: cause for dissolution of a commercial company

It is a cause of dissolution of a mercantile company, among others, the one in which due to the losses the Net Worth is reduced to an amount lower than half of the Equity of the company. We would be before the obligation to dissolve the mercantile, and not to do it in the term […]

Buying and selling companies: Do I buy the shares or do I buy the company’s assets directly? Part I: commercial aspects

In a process of acquiring a company, one of the first questions that arises is how to carry out this type of transaction. This operation can be carried out either through the purchase of the shares of the company or through the purchase of the company’s assets. Although both figures may have the same objective, […]

Reduction of capital with return of contributions

The rules on capital reductions in a company are regulated in the Capital Companies Act (hereinafter LSC), specifically in Articles 317 et seq. and in the Companies Register Regulations. There are various types of capital reduction (reduction due to losses, reduction to provide the legal reserve and reduction to return the value of the contributions), […]

Economic motivation in corporate merger transactions

The reason for the corporate reorganisation is debatable if the absorbed company is inactive. Today we bring you a resolution of the Economic Administrative Court of Cataluña, dated 12 February 2018, due to its importance in mergers when a company is absorbed that is not active at the time of the absorption, although it may […]

Merger of companies. General aspects

Law 3/2009, of 3rd April 2009, on structural modifications of commercial companies (hereinafter, “LME”) regulates in its Title II the regime applicable to mergers between companies.  A fusion is defined as an operation by virtue of which two or more registered commercial companies are integrated into a single company through the transfer as a bloc of their assets and liabilities and […]

ELECTRONIC BOOKS: NO MORE CARRYING BOOKS TO THE COMPANIES REGISTRY

It’s a reality now! On 27th September 2013, Law 14/2013, on support for entrepreneurs and their internalisation was presented. Article 18 of said Law indicated that companies’ books must be legalised electronically, with supports on discs and paper being rendered invalid. This refers to the Accounting Books, Minutes and Shareholders’ Books. Despite this, there have […]

Administrative Entity of Limited Liability Companies

There are two main decision-making groups in companies:  The General Meeting, which constitutes the governing board and is made up of all the company’s shareholders.  The management entity, which exercises the representative functions and is appointed by the company’s General Meeting.  It is on this last group that we will focus in this article. The law, in the Royal Legislative Decree […]

Is there any limit regarding the purchase and sale of company shares?

If you are thinking on selling shares in your company, below we highlight some of the most important information to bear in mind: Commercially: The transfer of corporate shares is included in our legal system in the Capital Companies Law, Articles 106 et seq. These Articles, among other things, establish the obligation to carry out […]

The Non-Director Secretary

The office of the non-director secretary is independent and different from that of the corporate directors (or the Board of Directors). This office finds its legal endorsement in Article 529 g of the Capital Companies Law (TRLSC) which, although this precept refers to listed companies, their functions and responsibilities will be the same, regardless of […]

Distinguishing Between Taxes on Property Purchases and Sales: VAT or ITP-AJD

Every day the different Tax Offices[1] are making the application of the regulation more complex, since both want to charge their taxes and they fight among each other to obtain the tax, especially when it is high, as is usually the case with property purchases and sales. At first glance it might seem a trivial […]