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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…

New Royal Decree-Law on Network Security and Information Systems

The new Royal Decree-Law 12/2018 on network security and information systems was published in the Spanish Government’s Official Gazette on 8th  September 2018 and entered into force on the following day. This royal decree-law is intended for establishing mechanisms, which from a comprehensive perspective, improve protection against threats to networks and information systems by facilitating the coordination of measures taken…

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…

COPYRIGHT IN THE EUROPEAN DIGITAL MARKET

The proposal of the Directive of the European Parliament and of the Council regarding copyright in the European digital market was finally approved just last week on 12th September 2018, having been initially rejected in July of this year. As the very name indicates, this new directive shall regulate the use of copyright in internet, establishing a system of licences and…

HOW TO FINANCE A COMPANY

  Often companies have financial difficulties or need financing for investments or business projects. In order to cover such financial requirements, one option is to look to the company partners. There are several different options available for company funding by its partners, which we sort from lower to higher enforceability, depending on whether such financing entails an increase in the…