Bylaws & Shareholder agreements
We help you to fulfill your legal obligations in Spain (Madrid and Barcelona) and give you legal assistance regardless your activity, so you only have to worry about running your company. You can count on us to give us the best legal services.
We aim to be your partner in Spain, by offering you our service of drafting and insuring fulfillment of bylaws and shareholders agreements. We always have your best interests in mind as well as considering the applicable tax regulations in order to maximize the return on your investment.
At Henry Towers we want make running your business as easy as possible, while ensuring you are fully compliant and up-to-date with your obligations regarding Spanish legislation and tax authorities. We aim to be your partner in Spain, and make sure that running your business is as easy as one, two three.
Information gathering and context understanding about legal obligations
Our teams will gather all the required technical information as well as business context, as for us it is important to have a comprehensive understanding of your business in order to suggest the best option in each area. Anticipating activities you might be considering will also be an advantage for you as we can then anticipate, prepare and align with your objectives.
Process execution of Bylaws & Shareholder agreements
We will prepare modifications, as well as any notification, meetings or any other obligations you and your business might be required to fulfil, drafting the minutes or presenting them before the relevant statutory bodies is also part of our service to help you focus on what matters: Your business.
Bylaws & Shareholder agreements Report
You will be updated of the processes, as well as asked to validate the information we will present on your behalf. Our team will always keep you updated until the conclusion of the event/process and reach out to you with options and recommendations to make it easy for you to make decisions.
The royal legislative decree stems from the authorization set out in the seventh final provision of Act 3/2009 of 3 April on structural changes in companies, enabling the Government, within twelve months, to consolidate the legislation listed in that provision in a single text, under the title “Ley de Sociedades de Capital” (Corporate Enterprises Act).
Corporate enterprises are understood to mean limited liability companies, joint stock companies and limited partnerships.
- The share capital in limited liability companies, which shall be divided into individual shares, shall include the contributions made by all shareholders, who shall not be held personally liable for company debt.
- The share capital in joint stock companies, which shall be divided into individual shares, shall include the contributions made by all shareholders, who shall not be held personally liable for company debt.
- The share capital in limited partnerships, which shall be divided into individual shares, shall include the contributions made by all shareholders, at least one of whom, as the general partner, shall be held personally liable for company debt.
Corporate enterprises shall establish their registered office at the place within the Spanish territory where their current administrative and management activities, or their main business establishment or operations, are located.
Corporate enterprises whose main business establishment or operations are within the Spanish territory shall be have a registered office in Spain. It is under the jurisdiction of the general meeting of shareholders to deliberate and decide on the following matters:
- Approval of annual financial statements, distribution of earnings and the approval of the management of the Governing Body.
- Appointment and dismissal of directors, liquidators and, when necessary, account auditors and the institution of liability action against any of these persons.
- Amendments to by-laws.
- Capital increase or decrease.
- Removal or limitation of pre-emptive or preferential subscription rights.
- Acquisition, disposal or transfer to another company, of any essential assets. Assets are considered essential when the sum of the transaction exceeds twenty-five percent of the share value shown in the latest approved balance sheet.
- Conversion, merger, spin-off or global assignment of assets and liabilities and transfer of registered office abroad.
- Dissolving the company.
- Approval of the final liquidation balance sheet.
- Any other matters stipulated by law or by the articles of association.
Unless otherwise specified in the articles of association, the general shareholders meeting for capital companies may issue instructions to the managing body and submit for their authorization, the adoption by aforementioned body, of decisions and agreements about certain management issues, without prejudice to the stipulations of article 234.
Article 163. Types of annual general meetings. The annual general meetings of corporate enterprises may be ordinary or extraordinary.
- The ordinary general meeting must be duly convened and meet within the six first months of each financial year to approve the management of the governing body in and the financial statements for the preceding financial year, as appropriate in both cases, and determine the distribution of earnings.
- Ordinary general meetings shall be valid even when convened or held after the six-month deadline.
Article 166. Power to convene meetings. The annual general meeting shall be convened by company directors or liquidators, as appropriate.
Article 167. Obligation to convene meetings. The directors shall convene a general meeting whenever they deem it in the company’s interest to do so and, in any event, on the dates or within the terms established by law and by the articles of association.
Article 168. Minority request to convene a meeting. The directors must convene a general meeting when so requested by one or several partners or shareholders representing at least five per cent of the share capital, who must specify the matters to be addressed in this request.
In this case, the general meeting must be convened in time to be held within two months of the date on which the directors receive the notarized request to that effect, and the agenda must include the matters specified therein.
Where do I file my Bylaws?
The bylaws are rules that govern the internal management of your corporation. To register or file a corporation you must prepare and file a document called the Articles of Incorporation and conform to any other registration requirements applicable. You might refer to Company and Branch formation for additional information on what is it required to setup a Company.
What are the requirements related to shareholders agreement?
It is important to formalize the shareholders’ agreement, those minutes are required to be formatted and presented to the Registro Mercantil, even sometime might require to be notarized. The minutes and its book (actas y libro de actas) needs to be updated, as it is required.
When to legalize books?
- The period for the legalization of books is four months after the close of the fiscal year, ie if the year coincides with the calendar year, closed on December 31, 2016, the last day to legalize the books for the 2016 fiscal year will be On April 30, 2017 , being the annual periodicity of said legalization in electronic and electronic media.
- If the company had an economic period not coinciding with the calendar year, having closed its exercise, for example, on September 30, 2016, January 31, 2017 was the deadline to legalize the books electronically.
- Note: Regardless of the deadlines referred to in this section, indicate that at any time during the fiscal year, books of details of minutes with minutes of the current fiscal year may be legalized.
Who should present the books for legalization?
The legalization of books will be mandatory for all entrepreneurs, whether natural or legal persons, obliged to keep accounts adjusted to the requirements of the Commercial Code. However, it will not apply to temporary unions of companies, communities of goods, associations and foundations (although in the latter case they must apply Order JUS / 221/2017, dated March 9, on legalization in electronic format of books Of foundations of state competence). It is recommended to contract a service to do your bookkeeping and presentation on your behalf.
What books should be submitted for legalization?
All books that must be borne by entrepreneurs. Thus begins the wording of article 18 of Law 14/2013 mentioned above, so if we stick to the minimum stipulated by the different legal provisions, we are talking about the following books:
- Inventories and Annual Accounts (including the report).
- Register of Partners or Registered Shares, depending on the type of company.
- Contracts of the Sole Partner, in the case of sole proprietorships.
However, depending on the activity and detail of the content of each book, they must be presented:
- Inventory and Annual Accounts.
- Check balances (sums and balances).
- Book of Profit and Loss.
- Issued invoices.
- Invoices Received.
- Detail of the Journal.
- Registration of Registered Shares.
- Registration of Members.
- Minute book.
- Book Detail of Proceedings.
- Book of Minutes of the Council.
- Book of Minutes of the Council.
- Book-Register of Contracts of the Unique Partner with the Sole-Shareholder Company.
In addition, employers may legalize in any exercise (if they wish) any other book that is not mandatory, usually because it is interested to register it for "evidential" effects.
Particularities of the Book of Acts
All minutes of meetings of corporate bodies (including decisions taken by the sole member of single-member companies) must be submitted electronically for legalization (within four months of the end of the fiscal year).
The keeping of this Book of Minutes may be unique, that is, a single book of Minutes for all the collegiate bodies of the company (General Meeting of Members or Shareholders, Board of Directors, etc.) or keep a Book of Minutes for each One of the collegiate bodies.
In any case, it will be necessary to state the opening date and closing date of the exercise presented for legalization.
We have already mentioned it in a previous section, but we do not consider it redundant to re-emphasize this fact, at any time during the fiscal year, books of details of minutes and minutes of the current year can be legalized for evidentiary purposes or of any other nature and Without prejudice to the fact that in the minutes book of the whole exercise, these minutes already submitted are again and compulsorily included again.
Particularities of the Books registers of Partners or Nominative Actions.
This is a Book that should have been legalized once the company is registered in the Mercantile Register (it will be the first of order), in which the initial ownership of the founders is recorded.
Thus, if this book has already been legalized, it will only be mandatory to legalize a new book in the four months following the end of the year in which there was any change in the initial or successive ownership of the shares or shares Charges levied on them; That is, if there have been no changes, you MUST NOT present this book.
If this book was not legalized, it can be legalized by including it in the first books submitted telematically. This book must contain the minimum required information.
Our process is designed to gather a full comprehensive understanding of the business and the litigation or procedure, in order to design a plan for your review and approval and keep you informed of the improvements and success of the process.
Gerente de Derecho Corporativo at Henry Towers