Commercial and corporate
The agreements that hold the company, and the shareholders, together
The articles of association govern the company as against third parties; what happens between the shareholders —what happens if one leaves, dies, wants to sell or stops contributing— is governed by the shareholders’ agreement, and in most small companies it never gets executed. While everyone agrees, nobody notices. It is noticed the day they stop agreeing, and by then it is too late to agree anything.
The other half of this area is structural: how the group is organised, where the real estate sits and where the operating risk sits, and what gets signed when a company is bought or sold.
None of these transactions is decided without looking at its tax cost, so we plan them with that in mind and in coordination with your tax adviser. Ongoing tax compliance —periodic filings and bookkeeping— is not part of our services.
What we review
Shareholders’ agreement
Enhanced majorities, admission and exit of shareholders, rules on the transfer of shares, ancillary obligations, commitment and non-competition, and what happens in the event of death or deadlock.
Management bodies
The form of management that suits each company, remuneration of the office and how it is reflected in the articles, duties of care and loyalty, conflicts of interest and directors’ liability.
Holding structures and group structure
Separating the business activity from the assets, non-cash contributions, share exchanges and flows between group companies, including their documentation.
Company sale and purchase
Letter of intent, confidentiality, due diligence, the sale and purchase agreement with its representations and warranties, and the seller’s post-closing liability regime.
Commercial contracts
Distribution, agency, supply and recurring services: duration, exclusivity, grounds for termination, and goodwill compensation where applicable.
Succession and family protocols
Structuring the generational handover, fitting it with the will and with the matrimonial property regime, and the rules for the next generation entering the share capital and the management.
When a consultation is worthwhile
Specific situations in which a short conversation before deciding avoids, in most cases, later proceedings.
- You are incorporating a company with more than one shareholder.
- A new shareholder is coming in, or one of the current ones wants out.
- A shareholder has stopped contributing what was expected of them and there is nothing in writing.
- You are considering separating the real estate from the operating company.
- You have received an offer to buy, or you are the one buying.
- The company is passing to the next generation and there are children both inside and outside the business.
Fees and conduct of the matter
A fixed quote per piece of work, or a monthly retainer where the volume justifies it. The amount and its scope are settled in writing before each piece of work begins.
Conduct of the matter rests with Josep or María Doménech Aviñó, registration nos. 12.981 and 20.288 of the Valencia Bar Association (ICAV). You deal directly with the lawyer handling the file.
Everything you tell us is covered by the duty of legal professional privilege under article 542.3 of the Spanish Judiciary Act (Ley Orgánica del Poder Judicial), including at the first consultation and even if you do not go on to instruct us.
Let us talk about your specific case
Tell us your situation and we will explain how we would approach it and what documentation is required. We reply within 24 working hours.