01
Company incorporation
Legal form, capital and first governance decisions.
Commercial Law
We support businesses and entrepreneurs in corporate and commercial matters — from the first decision to the operations that open new chapters.
OUR SERVICES
CORPORATE
02
Articles of association
Drafting and amendment of bylaws tailored to the project.
03
Shareholders agreements
Rights, majorities, exit mechanisms and deadlock resolution.
04
Capital increases and reductions
Share issuance, issue premiums and pre-emption rights.
05
Mergers, spin-offs and transformations
Structural changes with coordinated tax planning.
06
Family business and protocols
Governance, succession and conflict prevention.
07
Boards and general meetings
Convening, minutes and director liability.
08
Liquidation and dissolution
Orderly wind-down processes with full procedural compliance.
M&A
01
Corporate transactions
Structuring, negotiation and closing of business sales and acquisitions.
02
Legal due diligence
Technical analysis of contractual, regulatory, employment and tax risks.
FREQUENTLY ASKED
- What is a shareholders agreement and when is it essential to sign one?
- A shareholders agreement governs the relationship between partners beyond what the articles of association set out: political and economic rights, reinforced majorities, exit mechanisms, non-compete clauses and deadlock resolution. It becomes essential the moment partners with different profiles join the company — founders, investors or family members — and, in general, before any funding round or significant capital allocation. Properly drafted, it prevents the conflicts that most often paralyse a project.
- What liabilities does a company director assume?
- A company director is liable to the company, its shareholders and third parties for damages arising from acts or omissions contrary to the law, to the articles of association or performed without due diligence in the exercise of office. This liability extends to the civil sphere — compensation for damages — and to the criminal sphere in cases of unfair administration, fraudulent conveyance or corporate offences, and may reach unpaid tax and Social Security debts where irregularities are evidenced. D&O insurance coverage, proper documentation of board decisions and a robust compliance framework are essential to circumscribe exposure.
- When is my company ready to be sold?
- A company is ready for sale when its financial and legal indicators withstand a due diligence without surprises. That means: orderly, audited accounts for at least the last three years, key contracts reviewed and in force, intellectual and industrial property correctly registered, tax and employment matters fully compliant, and reasonable independence from the founder. A preparation phase — typically six to eighteen months — significantly increases transaction value and reduces the risk of the deal falling through at the last moment.
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PUBLICATIONS