In the post of this week we are going to analyze three legal concepts of great importance in the business world: Dissolution, liquidation and extinction of a company These are three completely differentiated phases of a process, which begins with the dissolution of the company, followed...
The challenge of social agreements is provided for in articles 204 to 208 of the Capital Companies Act. From 1% of the share capital, the partner or partners can challenge the resolutions of the board of directors. Likewise, they may challenge the corporate resolutions adopted...
As we recently published, on February 2 Jaime J. Navarro Llima, partner of our firm, made a presentation on international legal conflicts at the VII International Meeting organized by Aragon Exterior. Here we leave the link to the article published in "Export in Aragon" where a...
Although the post’s title invites you to think of very theoretical concepts it will be not that. Last month we came along with an interesting Resolution of the Spanish Directorate General of Registries and Notary in matters of corporate law that may be interesting in...
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ACEPTAREvery company must comply with its regulations, especially in relation to the Shareholders’ Meetings. Our firm carries out all this activity assuming if we are requested to be the Secretary of the Board of Directors (non-board secretary), or of Board Counsel (for those companies that must have this figure due to legal obligation), safeguarding and completing all the documentation.
We assist our clients in reorganization operations, statutory modifications, capital, benefit collection structures, etc.
The corporate sphere is one of our major specialties:
We have extensive experience in resolving conflicts on behalf of the minority partner as well as the majority. We study in depth the antecedents and origin of the conflict, attending in the first place to a negotiated solution of the same, always with the goal of safeguarding the corporate coexistence, and in case that it was not possible we developed the strategy tailored to our client, that can demand the challenge of corporate agreements (our great procedural experience in the commercial field enables us to carry out challenges to social agreements), designation of auditor of accounts, procedures of responsibility of the administrators, elaboration of family protocol, expulsion of the partner conflict and even the split or dissolution of society.
In all cases, we, first of all, exhaust by negotiation all the hypotheses and possibilities of reaching a friendly solution to the conflict.
Likewise, we provide legal advice in the incorporation and dissolution of companies, opening of branches, establishment of joint-ventures or venture capital operations, and we act in common corporate transactions, such as the distribution of dividends, modification of the bylaws or separation. and exclusion of partners. It also offers, within the commercial area, orientation in figures such as parasocial agreements, family protocols, refinancing, debt renegotiations and advice to entities that are listed on organized markets or in the alternative stock market.
As a whole, all the commercial legal support that requires the ordinary and extraordinary activity of any company, from its constitution until its extinction.
In Navarro Llima Abogados S.L. We have extensive experience in the defense of the taxpayer before the inspection and management of taxes (state, regional and local). Whether it is a limited verification or a general inspection, we make a firm defense of the interests of our clients, reaching, if necessary, the Economic-Administrative Claim and recourse to the Ordinary Courts of Justice, achieving almost all of the cases a substantial improvement of the initial situation of our client. We also carry out the legal defense in proceedings of fiscal offense.
International Taxation
The tax considerations of transnational operations require, given their complexity, the contribution of an expert prosecutor to the jurisdictions involved that provides an individualized solution. As part of the Russel Bedford International (RBI) network of firms, we coordinate the application of the appropriate structure that ensures the absence of fiscal responsibilities and reduces the fiscal impact on the activity. In the same way we assist in isolated operations with international character (including individuals), real-estate purchase-sales with a foreign component, Non-Resident Income Tax, transfer of intellectual property rights, etc.
We can also assist in the correct financial configuration of the operation, proposing the formats that best respond to the initial configuration (equity participation, loans from financial institutions, group entities, participation accounts, participative loans, etc.). We provide periodic information supplies to international clients.
Tax planning
Certain economic activities or certain business configurations need special attention to their fiscal situation, specifying that it is properly planned in advance to reduce the impact of taxes, taking advantage of existing tax advantages, etc.
We take care of studying the client’s prior fiscal situation to specify possible business structures and prepare possible alternatives that optimize the tax situation of the client in a global way, including the incidence of taxes on benefits (IS, IRPF), on transmissions (ITP , VAT) etc. preparing the tax impact both present and future of the taxpayer, both the company and the individual. We also perform analysis of fiscal risks (as part of a Due Diligence process or not) and optimization of structures or specific operations, resolution of queries, etc.
Tax inspections – Tax Litigation
In Navarro Llima Abogados S.L. We have extensive experience in the defense of the taxpayer before the inspection and management of taxes (state, regional and local). Whether it is a limited check or general inspections, we make a firm defense of the interests of our clients, reaching, if necessary, the Economic-Administrative Claim and the recourse to the Ordinary Courts of Justice, achieving almost all of the cases a substantial improvement of the initial situation of our client.
International Taxation
The tax considerations of transnational operations require, given their complexity, the contribution of an expert prosecutor to the jurisdictions involved that provides an individualized solution. As part of the Russel Bedford International (RBI) network of firms, we coordinate the application of the appropriate structure that ensures the absence of fiscal responsibilities and reduces the fiscal impact on the activity. In the same way we assist in isolated operations with international character (including individuals), real-estate purchase-sales with a foreign component, Non-Resident Income Tax, transfer of intellectual property rights, etc.
We can also assist in the correct financial configuration of the operation, proposing the formats that best respond to the initial configuration (equity participation, loans from financial institutions, group entities, participation accounts, participative loans, etc.). We provide periodic information supplies to international clients, including consolidated financial statements, company situation and management reports, in accordance with local and foreign accounting regulations. In the same way, from the perspective of the particular client, we assume the fiscal representation of non-residents, thus solving the complex legal and fiscal problems of the non-resident and their investments in Spain.
Tax planning
Certain economic activities or certain business configurations need special attention to their fiscal situation, specifying that it is properly planned in advance to reduce the impact of taxes, taking advantage of existing tax advantages, etc. We take care of studying the client’s prior fiscal situation to specify possible business structures and prepare possible alternatives that optimize the tax situation of the client in a global way, including the incidence of taxes on benefits (IS, IRPF), on transmissions (ITP , VAT) etc. preparing the tax impact both present and future of the taxpayer, both the company and the individual. We also perform analysis of fiscal risks (as part of a Due Diligence process or not) and optimization of structures or specific operations, resolution of queries, etc.
We offer legal advice in business activities and support our clients in the document preparation that must comply with the formalities of trade law and to meet with legal requirements, such as the drafting of minutes of the Board or Council as well as all types of contractual documents usual in the operative of the company, sales transactions, agency agreements, distribution, asset management, confidentiality agreements, leasing, financing, shareholder’s agreements, accounts in participation, etc.
We are specialized in negotiation skills and conflict resolution, using the most appropriate mechanisms according to the situation and the interests of the parties. In the great majority of cases, we obtain the best possible solution, avoiding the innumerable damages that the non-achievement of an agreement would entail for the parties.
We are experts in the constitution of mercantile companies and their restructuring, advise, as non-board secretaries or as legal counsel to the Boards of Directors and prepare shareholders’ meetings, in addition to carrying out all types of corporate operations, such as capital increases o decreases, transmission and acquisition of companies (including the due diligence process) and supervision of commercial, national and international, contracts.
We represent our clients in the defense of their economic interests and we ensure compliance with the rules governing their relations with third parties.
If your business situation requires it, we put at your disposal all the necessary means to file the bankruptcy, safeguarding the interests of all parties involved, administrators, workers, creditors, etc., with full confidence and confidentiality.
We have extensive experience in bankruptcy matters, having served as bankruptcy attorney, creditors (national and non-resident in Spain) and bankruptcy administration, having filed all types of claims and bankruptcy incidents, challenge of credits, piece of qualification of administrators, etc.
We give legal protection at all times: in the pre-bankruptcy phase, presentation of voluntary bankruptcy, restructuring of the workforce (including Employment Regulatory Records), opposition to the necessary bankruptcy filed by a legitimized creditor and defense of the other interests of the insolvent, or preparation of feasibility projects of the company.
We also cover all situations that may arise from insolvency, such as refinancing of debts, investments in assets and bankruptcy liabilities, and the presentation of incidents such as acknowledgments or challenges to credits. In addition, our customer service is completed with the defense of the rights of creditors or the recognition and enforcement of judicial decisions issued in foreign bankruptcy proceedings.
We study the different options and alternatives trying to guarantee the continuity of the company’s activity, or seeking a legal accompaniment in the liquidation phase, based on a deep economic and financial knowledge of the national and international legal order.
Our firm puts at your disposal everything you need to start up your company in the minimum possible time and at the lowest cost. We analyze your business project and its particularities, and in this way we elaborate a solution as you optimize your position from a legal, tax and labor perspective. You will not need to go anywhere else.
We offer the best alternatives to place your company in a scenario of strong international competition, either by setting up branches or subsidiaries, joint-venture, as well as a detailed corporate configuration according to your needs.
We regularly carry out operations to set up companies of or with foreign capital, specifying and managing the specific legally required actions for the start-up of the company (minutes, translations, Apostille of The Hague, Foreign Investment Communication, etc.).
Within the commercial area, we usually carry out revisions and drafting of commercial contracts applicable in Spain and, if necessary, also abroad, based on our marked international character and our network of collaborators. These services include the acquisition of companies, credit portfolios, transportation documents, agency and distribution agreements, letters of credit (LC), etc. including the contractual termination of all types of contracts.
In any contract conclusion, a negotiation process is ended in which the parties reach an agreement, thus becoming the regulatory instrument of the relationship between the parties during the period of validity, in order to avoid any conflict between them.
We emphasize, among the mercantile contracts, those of commission, mediation or brokerage; agency, concession or distribution; provision of services, licensing, advertising contracts; constitution of franchises; loans, deposits and all those related to banking law.
We offer a wide range of advice in this area, through the corresponding review processes or legal audit, with extensive experience in negotiation and mediation, and always adapting to the needs of the client.
We have a great experience in negotiated resolution of commercial disputes, conducting an exhaustive analysis of the strengths and weaknesses of the parties and their influences, obtaining satisfactory solutions in record time and with reasonable cost.
It is usual to surprise our client with the achievements of our negotiation processes.
Of course it is not always possible to reach this negotiated solution, in which case, after the appropriate feasibility and success analysis, we defend our clients in the exercise of the appropriate actions before the courts of justice or arbitration bodies. It is also true that many procedures that start as simple claims of unpaid debt, end up turned into commercial conflicts in which the debtor uses some breach of obligations to try to avoid or delay the payment of the debt.
Among the conflicts that we usually face before the courts are conflicts over quality defects in the goods supplied, delays in delivery times, full breaches in delivery of something different (aliud pro alio), etc. and very especially the derivatives of processes of extinction of commercial agents and distributors contracts, specialty where we accumulate an extensive practice that includes, as much the proof of the obligations of the parts as those relative to the calculation of the remuneration and different economic rewards that inside the process they may arise (due to notice, damages and compensation for the use of customers).
We offer comprehensive advice on Joint-Venture operations, mergers and acquisitions of companies (including all types of capital operations).
We offer other services to companies such as: search of potential investors, valuation of companies and projects, preparation of Due Diligence, drafting of agreements of partners prior to the operation designed, formalization of purchase-sale agreements with their corresponding documentation, side letters, guarantees, etc…
We manage daily an important volume of credit recovery files (recovery), both judicial and extrajudicial, up to the effective recovery of the debt, including executive processes, liability derivation to the administrative body, processes of “lifting the veil” against scenarios of interposed companies, or frontmen, etc.
Including criminal proceedings for the insolvency or property uprising, national or international (frustration of execution).
We also carry out preventive advice to our clients in guarantees or guarantees, in order to be well positioned in the event of default or bankruptcy.
We defend the interests of the client through the filing of criminal actions, by means of denunciation or complaint for the commission of illicit acts, or in defense of the same in case of being accused.
Within the procedures in which we are specialists include corporate crimes and unfair administration; patrimonial crimes and against the socioeconomic order, such as fraud, misappropriation, punishable insolvencies; money laundering; crimes against the Public Administration and against the Administration of Justice: prevarication, bribery and corruption; against the Public Treasury and Social Security; Crimes against health and safety at work; against industrial and intellectual property; environmental crimes; against the privacy and the own image, against the honor -calumnies and insults-, documentary falsehoods, crimes against the market and the consumers; as well as those committed by the use of technological means, such as the disclosure of company secrets.
Our legal, economic and accounting knowledge places us in a very advantaged position in any criminal procedure with national or international economic component.
Our Criminal Code, since the reform introduced in 2010, and especially since 2015, incorporates the possibility that the company can be considered the author of a crime, thus determining the criminal liability of the same or its administrators, managers and employees.
This can even lead to the extinction of the company itself, so having adequate advice in all its phases is essential.
We have an intense training in Corporate Compliance since the modification in the Criminal Code that allows us to guide companies in compliance with the law, also reviewing its policy of data protection, information rights, IT security, etc. We carry out the design and implementation of programs for the prevention of criminal risks in the company; the investigation of crimes committed within it and the training of employees and managers to comply with regulations.
Therefore, we make available to the client the possibility of becoming its compliance officer, being responsible for addressing matters related to regulatory compliance and the Compliance Program: the identification of risks, analysis of statutory and regulatory changes, determination of preventive and corrective measures, training to managers and employees so that they know and apply all the rules and periodic review of the update of the procedures in a meticulously customized way for your company
There are several issues in which we can advise the client on real estate law, among which are the acquisition of property by foreign capital including obligations and taxes on real estate, such as the processing of matters related to the Property Tax. Real estate, cadastre and Land Registry.
The role of the lawyer in matters of purchase and lease of houses and premises is especially relevant, since, being frequent operations in this sector, the economic importance of the same requires the adoption of adequate measures to avoid even the slightest risk.
In relation to the lease, for the relationship between landlord and tenant of the property is appropriate, it is most convenient that the rights and obligations of both parties are perfectly defined from the origin of the relationship, in the contract between them. We take care of the drafting of the contract and the explanation to the client of the obligations and rights acquired from the signature.
We manage the claims that have to be made regarding the repair of damages in a newly built house, as well as other matters related to the communities of owners or the request for work permits in the Town Hall in case of reform.
Given the extension and complexity of the Real Estate Law it is advisable to have professionals to resolve all possible disputes.
In terms of sales, we also review the contracts so that they do not have unfair terms, verifications, charges, etc … In short, all those circumstances that will ensure the success of the operation.
We can also indicate whether or not the customer pays the municipal capital gain and what to do if it should not have been paid and the possible claim to the City Council.
Given the existence of a commercial relationship, whether distribution, agency or commission, whether it has been written in a written contract or not, we can help the client in the event of a conflict of interests arising during the relationship. Or, if the time comes to conclude the agreement, we advise on the terms of the resolution of that commercial relationship.
At the beginning of the relationship, we study the legal implications of your business, such as the duration of the contract, exclusivity, territory, resale conditions, minimum sales, etc. and we adapt them to the needs of the same.
We analyze the agreements reached by the parties in the contract and we advise on the legal possibilities existing in the particular case. We guide the negotiations of our clients and we translate into the relevant documents the agreements reached.
At the time of the resolution, we negotiated to obtain the maximum possible compensation. If a legal proceeding is initiated, we will assist in the final resolution of the conflict.
We usually provide our services in relation to agency services carried out abroad that must be prosecuted in Spain.
Succession planning involves close and specialized advice, to choose the most advantageous option among those possible in a succession. For this we make a detailed analysis of the taxes that take place in the successions and propose the appropriate line of action.
Our firm offers a comprehensive service to carry out a complex process of testate and intestate succession, dispute resolution, trust, executorship and asset management.
Our knowledge in dispute resolution is guaranteed. We act in proceedings defending the interests of our clients who are in a situation of conflict, trying to avoid litigation or arbitration, or advising them in case it is necessary to go to court, where we have national and international experience.
It is essential to adapt to the most diverse situations. Therefore, we offer legal advice and advice in all types of procedures, in which we provide our legal opinion on issues that may be subject to litigation, performing preventive analyzes to avoid future conflicts, to identify and avoid liability.
We try, in any case, to act in defense of the rights of our clients through the design, planning and execution of the strategies and mechanisms that are most suitable for it.
The strategic management of the conflict is the largest of our specialties.
The banking law is an area of law constituted by a set of rules related to the operation and good practice of financial institutions with their clients. Therefore, it is the branch that regulates and dictates how banks should act when marketing a product or offering a banking service to a consumer or professional; norms that guarantee banking transparency and the proper functioning of the financial system.
If an infraction occurs in that set of rules to be met by the entity, it must be analyzed. Liability can arise from such non-compliance, as has happened with multi-currency loans, preferred shares, structured products or land clauses.
We have made multiple claims for the total and partial cancellation of the aforementioned products, which has led to the recovery of significant amounts for our customers and the cessation of their application.
It is the part of Mercantile Law that regulates the juridico-private relationships that derive from commerce and maritime navigation in general. In Navarro Llima S.L. We have experience in this field, having successfully carried out several processes of considerable amounts.
The maritime law has a huge international character and is of the utmost complexity. Our experience supports us.
In view of its international nature, it is extremely important to determine the jurisdiction and the law applicable to each commercial relationship, something complex in the international arena but of extraordinary importance in maritime law, as one of the hard core and main reasons for be of this legal science the economic responsibility of each actor in the logistics chain in case of problems during transport (loss or damage to the merchandise, cargo fire situations on ship, loss of documentation, seals, etc.)
