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Restrictions on the transfer of membership interests (shares) in limited liability companies.

The resolution of the General Directorate of Registries and Notaries (Dirección General de Registros y Notariado  – “DGRN”) dated 31st July 2018 settled the matter concerning the legality of drag-along and tag-along clauses, by pointing out the limits to the free will of the partners (shareholders) regarding establishing restrictions upon the free disposal of membership interests (shares) in a limited…

GROUNDS FOR THE WINDING-UP OF COMPANIES IN SPAIN

Spanish companies are obliged to wind-up under certain circumstances, which are covered by article 363 of the Spanish Capital Companies Act. Said circumstances are as follows: A company must be wound up: a) In the event of ceasing to engage in the activity or activities which constitute the corporate purpose. In particular, the cease of activities shall be deemed to…

PERSONAL DATA PROTECTION – PENALTY SYSTEM.

The council of ministers has passed Royal Decree-Law 5/2018 of 27th July regarding urgent measures for adapting Spanish Law to the European Union law regarding data protection. Said Royal Decree-Law entered into force on 31st July 2018. This regulation is aimed at bringing Spanish legislation in line with EU Regulation 2016/679 of the European Parliament and of the Council, of…

BRANCHES IN SPAIN – ANNUAL ACCOUNTS.

In Spain, the legal concept of a branch is defined in article 295 of the Commercial Registry Regulation (hereinafter referred to as the “Regulation”) as follows: “a branch shall be understood as any secondary establishment with permanent representation and a degree of management autonomy through which the activities of the company are carried out, wholly or in part.” Unlike permanent…