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COMPULSORY TRANSMISSION OF MEMBERSHIP INTERESTS (SHARES)

Article 109 of the Spanish Capital Companies Act (SCC), contains various provisions regarding the compulsory transmission of membership interests: (1) Firstly, the obligation on the part of the Company, upon notification by the courts or administrative authority decreeing the seizure, to note the seizure in the members registry book and to immediately send the notification received to those partners free…

COMPETITION LAW: MEMBERS OF THE MANAGEMENT BODIES OF COMPANIES MAY BE FINED EVEN IF THEY DO NOT HAVE POWERS OF REPRESENTATION

On 30th June 2016, the Spanish National Commission for Financial Markets and Competition (“CNMC”) published a decision regarding dossier S/0519/14 on RAILWAY INFRASTRUCTURES, pursuant to which several companies and individuals forming part of corporate management bodies were fined, for having fixed market share and prices, as well as other commercial conditions. Such activities imply a breach of competition law. In…

FEWER REQUIREMENTS FOR PUBLIC DOCUMENTS BETWEEN EU COUNTRIES

On 16th February 2019, EU Regulation 2016/1191 (the “Regulation”) entered into force. Said Regulation is aimed at reducing bureaucracy  between the countries of the European Union. Specifically, the Regulation eliminates the need for obtaining the Hague Apostille and translating some public documents with the purpose of them taking effect in other countries of the European Union. Before this Regulation entered…

NEW CHANGE TO SEPARATION RIGHTS IN THE ABSENCE OF DISTRIBUTION OF DIVIDENDS

Please refer to : PRICE FIXING IN EXCLUSIVE PETROL SUPPLY CONTRACTS UNDER A BRAND NAME. CASE LAW FROM THE SUPREME COURT DISTRIBUTION OF DIVIDENDS AND EXIT RIGHTS FOR COMPANY PARTNERS (II) Article 348 of the Spanish Capital Companies Act (“SCC”) was introduced in 2011, thus establishing the separation right of partners whenever dividends amounting to at least one third of…

THE NEED FOR FLEXIBILITY IN THE COMPANY ADMINISTRATOR’S REMUNERATION SYSTEM

Prior to the Supreme Court Judgment 98/2018, the majority view of the Directorate General of Registries and Notaries (DGRN) and the Provincial Courts was that a dual system existed for the remuneration of the administrative body of the companies: Article 217 of the Capital Companies Act (Ley de Sociedades de Capital – “LSC”) regarding the remuneration of company directors, made…