Challenging general meeting resolutions in Spain: grounds, time limit and standing
How to challenge a general meeting resolution of a Spanish company: grounds under article 204 LSC, one-year time limit, standing and interim measures.
Knowledge
Edition
Vol. I · 2026
References
52
Subject
52 results
How to challenge a general meeting resolution of a Spanish company: grounds under article 204 LSC, one-year time limit, standing and interim measures.
Challenging a dismissal in Spain is subject to a 20 working-day forfeiture period. The types of dismissal, the compensation each carries and why the conciliation application is the first step.
Who owns the software and IP created by founders, employees and external developers in Spain, and how it is assigned or contributed to the company.
Founder vesting in a Spanish limited company: shareholders' agreement, articles, good leaver and bad leaver clauses, exit price and legal limits.
How an investor enters a Spanish SL through a capital increase: share premium, majorities, pre-emption rights, payment and registration.
Subsidiary or branch in Spain: legal personality, liability, Commercial Registry filing and taxation for foreign companies setting up in Spain.
Trade mark, trade name and company name are three different rights kept in two different registers. What each protects, why reserving a company name grants no trade mark rights, and what to register.
Spain's special impatriate regime under article 93 LIRPF allows six tax years under non-resident rules, at 24 % up to 600,000 euros. Who qualifies, which income is taxed, family members and the deadline to opt in.
A comparison of the Spanish national trade mark and the EU trade mark: territorial scope, unitary character, conversion and the official fees of each route.
Opposition, invalidity, bad faith and revocation for non-use: the routes Spanish trade mark law opens if another party registers the name you trade under.
What can be registered, why the earlier-rights search decides the outcome, how the Nice classes work and what the duty of genuine use means for your mark.
What a business can claim beyond the invoice principal under Spanish Law 3/2004: statutory payment periods, automatic default interest, the half-yearly statutory rate, compensation for recovery costs and void late payment clauses.
Law 1/2026 of 8 April, in force since 10 April 2026, reforms Spain's Cooperatives Act and its tax regime: corporate website, equality measures, social security rebates for worker-members and disqualification of false cooperatives.
Force majeure relieves a party where an impediment prevents performance; hardship opens renegotiation where performance is still possible but has become disproportionate. How they differ and what each clause must contain.
The 1980 Vienna Convention governs international sales of goods by default. When it applies, what it covers, what it leaves out and how to exclude it validly.
Royal Decree-Law 5/2023 repealed Law 3/2009 and unified the regime for mergers, demergers and other structural modifications. What it covers and what changed.
The three stages of winding up a Spanish company —dissolution, liquidation and extinction—, the shareholders' liquidation quota and the liability of liquidator and shareholders for post-closure debts.
Losses that reduce net equity below half of the share capital oblige the director to call a general meeting within two months. Article 367 LSC makes them jointly liable for the company's debts arising after the ground for dissolution.
Royal Decree-Law 15/2025 has postponed to 2027 the obligation to invoice through verifiable billing software. We explain what Verifactu is, its legal basis, who it applies to —and who it does not—, the dates now in force and how to prepare your company or activity in good time.
What the autónomo societario is, when the law requires registration in the self-employed regime (RETA), how much the 2026 contribution is, and how the director-shareholder’s pay is taxed under personal income tax and the related-party rules.
The CJEU's Obadal judgment (14 April 2026) finds Spain's measures against abusive fixed-term public employment insufficient and reopens the debate on remedies.
A foreigner can incorporate and manage a company in Spain without residing in the country. We examine the NIE and NIF, share capital, remote incorporation by power of attorney, and the tax and visa obligations that follow.
The types of will under the Spanish Civil Code, what it costs before a notary, how far the law lets you dispose of your assets, and the most frequent mistakes. A practical guide to wills in Murcia.
How an estate is taxed in the Region of Murcia, how to end an undivided estate, and what leverage an heir has who disagrees with the split.
Since 2026, banks report monthly to the Spanish tax authority all payments received by businesses and the self-employed via Bizum, cards and other electronic means — with no minimum threshold. What Royal Decree 253/2025 changes.
The Court of Justice of the EU (23 April 2026, C-744/24) rules that lenders cannot apply the loan’s interest rate to insurance premiums and other financed costs never actually handed to the consumer. What borrowers can claim.
Inheritance tax deadlines for non-residents, a realistic timeframe for a Spanish inheritance, and what has actually changed: regional rules and the EU Succession Regulation.
Which taxes a non-resident with a home in Spain pays each year: IRNR, imputed income, Modelo 210, rental taxation and the 3% withholding on sale.
A legal guide for the non-resident buyer of a second home on the Costa Cálida (Murcia) or the Costa Blanca (Alicante): NIE, due diligence, regional taxes, off-plan bank guarantees and the Modelo 210.
How a business recovers unpaid invoices in Spain: when a debt becomes enforceable, the demand letter by burofax, the Spanish order for payment procedure (Articles 812 ff. LEC), the European Payment Order for EU debtors, statutory late-payment interest under Law 3/2004 and interim measures.
Buying property in Spain is safe when someone independent checks it first. Our real estate team advises international buyers and owners across the whole Alicante and Murcia coastline — from Dénia and Jávea to Torrevieja, Orihuela Costa, the Mar Menor, Cartagena and Mazarrón — in English, from first viewing to completion and beyond.
Reading the balance sheet properly —asset and liability groupings, working capital and solvency ratios— allows a company to make more efficient tax and financial decisions before the year-end close.
Judgment STS 849/2026, of 3 June, abandons the 2013 doctrine and returns to the double transmission theory of the right of transmission under article 1006 of the Civil Code, with civil and tax consequences for chained inheritances.
The steps, cost and timelines involved in setting up a company in Murcia, under the Spanish Companies Act and the Crea y Crece Act, and the mistakes to avoid when creating a business.
A guide to drafting and reviewing commercial contracts: the legal framework, the essential requirements of the Spanish Civil Code, the core clauses every contract should contain and the risks of generic templates.
A guide to the residential lease agreement under the Urban Leases Act (LAU): duration and extensions, deposit and additional guarantees, rent updates under the new IRAV index, withdrawal and termination.
Which rules the Incoterms 2020 include, how they allocate risk, costs and insurance, why FOB is the wrong choice for containerised cargo, and how they can even determine which court hears your dispute.
Three clauses decide what happens if a dispute arises in cross-border trade: the governing law, the court or arbitral forum, and the contract language.
Certified start-ups pay 15% corporation tax and further tax advantages, but only with ENISA certification: requirements, benefits and procedure.
A practical guide for founders: how to split the equity, keep the team committed and govern how shareholders come in and go out before conflict arises.
Since Law 15/2015, it is possible to divorce in Spain before a notary, without court proceedings and in a matter of weeks. We examine the requirements of Article 82 of the Civil Code, the content of the settlement agreement, the cases where this route is unavailable, and how to prepare the process to avoid delays.
A company with unpaid invoices spread across several clients needs a legal strategy, not just a single claim. We analyse the payment order procedure, preventive attachment, the statutory interest under Law 3/2004, and how we design adapted recovery plans for each portfolio.
When a company has more debts than assets and there is no real viability, no-asset insolvency is the mechanism that allows an orderly closure with legal certainty. We review its regime under the Consolidated Insolvency Act, what happens to the debts and what it means for the director.
Any individual, resident or non-resident in Spain, may act as director of a Spanish limited liability company. In practice, fiscal, notarial and operational requirements add significant complexity — here is what to know before accepting the role.
The enforceability of a shareholders’ agreement is defined by the First Chamber of the Spanish Supreme Court. Two recent judgments — STS 1713/2025 and STS 674/2026 — have clarified how far a shareholders’ agreement reaches and where its limits lie.
The 2022 reform introduced the restructuring plan as a pre-insolvency tool that can avoid formal insolvency. We review the framework of the Consolidated Insolvency Act, the two main routes and when to act.
If you earn income in Spain without residing here —rent, dividends, interest or a gain on the sale of property— you are subject to Non-Resident Income Tax. We explain the rates, the forms and what double taxation treaties can reduce.
Registering a trademark or a patent is not an incidental formality: it is what turns a competitive advantage into an enforceable exclusive right. We review the current regime, the new European Unitary Patent and how to deal with an infringement.
Gifting money or a property to your children can be highly tax-efficient, or costly if it is not planned carefully. We review the recent rulings of the Directorate-General for Taxation and the most common mistakes to avoid.
Incorporating a company is now fast and inexpensive; incorporating it well is what protects the project. The steps, the online route and the decisions that shape the next ten years.
The second chance law lets good-faith individuals and self-employed professionals write off debts they cannot pay through the discharge of unsatisfied liabilities. We explain the requirements after Law 16/2022, the two routes to discharge, what happens with public debt under the Supreme Court’s 2026 doctrine, and the most common questions.
Accepting or renouncing, the legitime the law reserves for heirs, inheritance tax by autonomous community and the six-month deadline. A clear guide to avoid costly mistakes.
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