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ATTENDANCE OF THE ANNUAL MEETING AND VOTATION BY VIDEO CONFERENCE

We very often find that Spanish companies whose shareholders – and even the directors – have other nationalities and/or reside in different places, far from the corporate domicile. It is of special interest to anticipate such cases and to establish in the bylaws the possibility of attending general meetings -and board of directors’ meetings, where applicable- by means of remote…

PRACTICALITIES OF THE DISTRIBUTION OF DIVIDENDS

I. Introduction Once again, it’s the time of year for the “campaign” for the formulation and approval of the annual accounts of companies whose financial year ended on 31st December, and with this, queries arise regarding the allocation of the financial results. In this article, we shall deal with the practical questions often posed by companies regarding the distribution of…

«DRAG ALONG» CLAUSES – DO THEY MEAN AN ENHANCED MAJORITY OR UNANIMITY?

I. Introduction In this article, we shall provide a general  outline of the recent Resolution of the General Directorate of Registers and Notaries (Dirección General de Registro y Notariado – DGRN) of 4th December 2017, regarding the statutory modification of the company share transfer system for limited liability companies, in the context of establishing drag along rights. II. Drag along rights.…

PROFESSIONAL COMPANIES ¿WHEN AND WHY?

Professional companies (PC) are those companies whose corporate object is the common exercise of professional activities, understood to be those whose performance requires an official university qualification, or a professional qualification, and for the pursuit of which an official university qualification is necessary as well as registration with the corresponding professional association (as is the case of engineers, doctors, architects,…

EFFECTS ON EMPLOYMENT ARISING FROM A BUSINESS SUCCESSION

In accordance with article 44.3 of the Workers’ Statute (Estatuto de los Trabajadores – ET) the transfer of a production unit is considered to be a business succession, and consequently the assignor, as well as the assignee shall be jointly and severally liable, during a period of three years, for unfulfilled employment obligations arising before said transfer (they shall also…