mercantile law

What is a holding company or group of companies?

It is becoming increasingly common in the world of small and medium-sized enterprises to hear about holding companies. It is no longer a term reserved for large multinationals, but has become commonplace in the SME business world. But what is a holding company or group of companies? The regulation of this type of company is […]

Acquiring companies with Negative Taxable Bases

– Buying a loss-making company – Since 2015, the legislator has restricted the requirements to be able to take advantage of the Losses[1] of one company in another, on the occasion of the purchase of the former, in such a way that in some cases the right to be able to take advantage of said Negative […]

What is a Tax Group and what are the requirements for setting up a Tax Group between our companies?

The Tax Group can be used as a tool to reduce taxation, especially when one of our companies generates losses, but there are other reasons why it may be in our interest to form a “Tax Group”. Generally, we will use this special regime with some kind of holding structure, although it is not essential, […]

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 […]


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 […]