The General Directorate of Legal Security and Public Trust (the “DGSJFP”) has recently addressed the scope of statutory autonomy with respect to pledged shares. In its Resolution of April 28, 2026, the Directorate General confirms that articles of incorporation may modify the general rule under which the owner of pledged shares is entitled to exercise […]

The Spanish Supreme Court has recently ruled on a particularly relevant issue concerning capital reduction transactions involving companies, specifically private limited liability companies (sociedades de responsabilidad limitada or “S.L.”). Background A private limited liability company resolved to cancel the shares held by one of its shareholders and return the shareholder’s contributions by transferring assets and making […]

Judgment No. 1376/2025 of the Supreme Court, dated 3 October 2025, addresses the question of whether a minority shareholder of a limited liability company (sociedad de responsabilidad limitada) may bring an autonomous action for the judicial removal or dismissal of the liquidator appointed by the general meeting, on the grounds of breach of duties. The […]

Judgment of the Supreme Court No. 881/2026, of 9 June 2026, addresses a question debated by legal scholars and provincial courts: what effectiveness against third parties does an act of disposal of essential assets carried out by the company director without the required resolution of the General Meeting of shareholders have, pursuant to article 160(f) […]

Judgment of the Supreme Court No. 449/2025, dated 20 March 2025, examines the scope of directors’ duty of loyalty and duty of care in the context of transactions carried out with related companies, and clarifies the requirements for a derivative action (corporate liability action) to succeed when a director contracts, in a situation of conflict […]

Article 28 of the Agency Contracts Act (LCA) recognizes, provided certain conditions are met, the right of agents to receive goodwill compensation upon termination of the agency agreement. The purpose of this mechanism is to compensate the agent for the value generated for the principal through the acquisition and consolidation of clients. Upon termination of […]

Supreme Court Judgment 1821/2025 of 11 December 2025 analyses the limitation period for liability actions against directors for corporate debts under article 367 of the Capital Companies Act (the “LSC“) and rules on the failure to file the annual accounts as an indication of the existence of qualified losses. The facts In the case analysed […]

The recent Judgment of the Madrid Court of Appeal (Section 28), No. 330/2025, dated 27 October, addresses the point in time at which a professional shareholder loses such status after exercising the right of withdrawal in a professional company. This decision is particularly relevant because it rejects the automatic application of the consolidated case law […]

Since the entry into force of Royal Decree-Law 5/2023, of 28 June, which introduced a profound reform in the regulation of structural modifications of commercial companies, various resolutions issued by the Directorate-General for Legal Security and Public Faith have provided greater legal clarity. One of the most significant is the Resolution of 16 December 2024, […]

The Official State Gazette Publishes the Resolution of the General Directorate for Legal Security and Public Faith (DGSJFP) of 29 November 2024 This resolution analyses whether the obligations arising from a family protocol can be classified as ancillary obligations within a company’s articles of association. Legal Framework for Ancillary Obligations in Companies Article 86 of […]