Article 111 of the Companies Register Regulations provides that the certification of the resolution appointing the holder of an office with certifying power, when issued by the appointee, shall only be effective if it is accompanied by reliable notification of the appointment to the previous holder, with registered office, at the latter’s address according to […]

The Chamber has concluded that there has been a violation of public policy in its procedural aspect, as the additional evidence was not extemporaneous and should have been admitted in order to preserve the equality of arms between the parties. Arbitration Proceedings and Additional Evidence In the arbitration proceedings, the respondent-respondent proposed additional evidence after […]

Prevalence of the Autonomous Community Collective Bargaining Agreement: Keys to Royal Decree-Law 2/2024 Article 1 of Royal Decree-Law 2/2024 of 21 May amends Article 84.3 of the Workers’ Statute, allowing trade unions and employers’ associations in an autonomous community to negotiate collective agreements and interprofessional agreements with priority over any sectoral agreement or state agreement. […]

The Supreme Court, in its ruling of 12 April 2024 (appeal 8830/2022), reaffirms the current administrative practice and denies personal income taxpayers the possibility of deducting capital losses derived from inter vivos transfers, such as donations. This decision creates an asymmetrical tax treatment, as it prohibits the deduction of capital losses but obliges taxpayers to […]

The Directorate General for Legal Certainty and Public Trust has expressed its opinion in its resolution dated 4 December 2023 on the limits that must be complied with when establishing the criteria for the remuneration of the management body in the Articles of Association of a company. Criteria for the remuneration of the administrative body […]

New global minimum tax: the Congress of Deputies is entrusted with the approval of the Draft Law to transpose the European Directive (EU) 2022/2523 through the urgency procedure. On 4 June 2024, the Council of Ministers approved, in the second round, the Draft Law to transpose European Council Directive (EU) 2022/2523 of 15 December 2022, […]

The “Dirección General de Seguridad Jurídica y Fe Pública” has repeatedly stated the requirements that must be met in order to rectify a capital increase that has already been registered in the Commercial Register. This situation occurs when a company, by mistake, includes in the corresponding certificate of capital increase that accompanies the public deed, […]

The voluntary transfer by inter vivos acts of shares with ancillary services will require, in accordance with art. 88.1 LSC, the prior authorisation of the company, a requirement that is justified by the company’s interest in the correct fulfilment of these ancillary services, given their inherent link to the development of the company’s corporate purpose. […]

On 11 March, in STS 235/2024, the Supreme Court ruled on the concept of intimidation as a result of the well-known “Ausbanc case“, stating that not all pressures that arise in negotiations reach the level of intimidation necessary to constitute the crime of extortion, as defined in article 243 of the Penal Code. Legal definition […]

Since 2015, following the amendment of the Criminal Code by LO 1/2015, of 30 March, crimes against the Public Administration, more specifically, bribery, influence peddling and embezzlement, can also affect foreign officials, not only officials from the EU or EU member countries (who were already subject to this regulation since 2010, by the reform of […]