PRACTICE AREAS
Corporate
Over 300 companies advised. Your concerns are our priority.
We provide advice on the day-to-day corporate affairs of the company, ranging from corporate and board secretarial duties to general meetings – including their notice, conduct, minutes and certifications – shareholder agreements, amendments to the articles of association, capital increases and reductions, and structural changes under Royal Decree-Law 5/2023, as well as the incorporation of companies and investment vehicles. We have advised over 300 companies, offering 24/7 support, and when disputes arise – whether they involve challenges to resolutions, deadlocks between shareholders or a right of withdrawal – we defend your position based on our own, publicly stated criteria.
Our Approach · Strategic partners, not just advisers
A limited company functions effectively when its governing bodies function effectively. The Companies Act (Royal Legislative Decree 1/2010) strikes a delicate balance between the general meeting, the board of directors and the shareholders: who convenes meetings, who makes decisions, by what majorities, what information must be provided and which resolutions may be challenged. Our job is to ensure that this mechanism runs smoothly every day — and that, when tensions arise, your position is protected.
We cover the entire corporate life cycle: incorporation and drafting of articles of association, corporate and board secretarial services, general meetings and board meetings, shareholders’ agreements, amendments to the articles of association, capital transactions and structural changes —including conversions, mergers and demergers— under the provisions of Royal Decree-Law 5/2023, right through to dissolution and liquidation. We do not act as a one-off service provider: we become our clients’ in-house corporate department, available 24/7 and supported by the firm’s 12 practice areas.
And we take a preventative approach. Most corporate disputes that end up in court — such as unfair resolutions passed by the majority, meetings held in the presence of a notary, and the exercise of the right of withdrawal — stem from articles of association and agreements that failed to anticipate the problem. Proper documentation today is the most cost-effective way to avoid litigation tomorrow; and if a dispute has already arisen, we tackle it with the backing of case law, which we analyse on an ongoing basis on our blog.
300+
Clients we have advised
24/7
Availability for customers
12
Integrated practice areas
SERVICES
What we do
Company and Board Secretariat
Maintenance of the minutes and members’ registers, minutes and certificates of resolutions, notarisation and registration. Attendance at general meetings and board meetings, and the schedule of obligations for the financial year, including the preparation and approval of the annual accounts.
General meetings
Notice of meeting, agenda, quorum and majorities, members’ right to information, and the conduct of the meeting — including in contentious situations where a notary is present. Drafting of minutes and implementation of the resolutions adopted.
Directors and corporate governance
Structure of the board of directors, appointments and removals, remuneration of directors and the chief executive officer, duties and liability regime. Board and committee regulations, conflict of interest policies and compliance with the Code of Good Governance for listed companies.
Shareholder agreements
Negotiation and drafting of shareholders’ agreements: drag-along and tag-along clauses, pre-emption rights, lock-in clauses, blocking rights and exit clauses. Structuring of investment vehicles and ensuring the agreement is aligned with the articles of association so that it is truly enforceable.
Corporate transactions and structural changes
Capital increases and reductions, amendments to the articles of association and structural changes —including conversions, mergers and demergers— in accordance with Royal Decree-Law 5/2023. Dissolution and orderly winding-up of companies.
Conflicts between partners
Challenging corporate resolutions, abusive majority resolutions, exercising the right of withdrawal — including the failure to distribute dividends under Article 348 bis of the Companies Act — and deadlock situations. Negotiation should be the first port of call; litigation should be pursued only when it is the best option.
METHOD
How we work
Corporate diagnosis
Review of articles of association, memoranda of association, company records, powers of attorney and agreements: where the company is vulnerable and what needs updating.
Schedule and prevention
Recurring obligations for the financial year — annual accounts, general meetings, expiring terms of office — planned in advance, without any surprises.
Documentary enforcement
Notices, minutes, certificates and deeds drawn up to withstand scrutiny by the Land Registry and, if necessary, by the court.
Ongoing support
A reliable point of contact who understands your organisation and is on hand to respond whenever a query or dispute arises, available 24/7.
EXPERIENCE
Proven track record
300+
Clients we have advised
24/7
Availability for customers
12
Integrated practice areas
We have advised more than 300 companies on their day-to-day corporate affairs, from incorporation through to restructuring operations. And we publish regularly on the areas in which we specialise: comprehensive series on the convening of general meetings, meetings held in the presence of a notary, the scope of the right to information, abusive majority resolutions, the challenging of resolutions and the exercise of the right of withdrawal, all analysed in the light of the latest case law. The best way to see how we work is to read our articles.
TEAM
Who advises you
FREQUENTLY ASKED QUESTIONS
What clients ask before engaging us
The orderly management of corporate affairs: maintenance of minutes and shareholders’ registers, drafting of minutes and certificates, notarisation and registration of resolutions, attendance at general meetings and board meetings, document management and the schedule of obligations — including the preparation, approval and filing of annual accounts. Outsourcing this to a law firm is the most efficient way to ensure that day-to-day corporate affairs are always in order, without having to set up an internal structure.
Directors are subject to the duties of care and loyalty (sections 225 et seq. of the Companies Act) and are liable to the company, the shareholders and the creditors for any damage caused by acts contrary to the law or the articles of association, or carried out in breach of their duties (section 236 of the Companies Act). Furthermore, if grounds for dissolution arise and they fail to convene a general meeting within two months, they are jointly and severally liable for any subsequent company debts (section 367 of the LSC). Prevention — well-documented minutes, conflict-of-interest waivers, and adequate insurance cover — is an essential part of our advisory service.
The articles of association constitute the company’s public and registrable framework, and there are limits on their content. The shareholders’ agreement governs matters that the articles of association cannot or should not set out: commitments regarding continued membership and dedication, drag-along and tag-along clauses, exit preferences, reinforced majorities, non-competition clauses or deadlock-breaking mechanisms. The key technical aspect lies in coordinating both documents and in providing for effective consequences in the event of non-compliance; a shareholders’ agreement without enforcement safeguards is of little value.
As stipulated by the LSC and its articles of association: the competent body, the prescribed method of convening the meeting (announcement on the corporate website or in the official gazette, or individual notification if provided for in the articles of association), the minimum notice period — one month for public limited companies, fifteen days for private limited companies — and a clear agenda, because, as a general rule, no decision may be taken on matters that have not been announced. Defects in the notice of meeting are one of the classic grounds for challenging resolutions. Alternative: the universal meeting, provided that the entire share capital is present and unanimously agrees to hold it.
It depends on your position and the origin of the dispute. The options range from exercising the right to information to challenging resolutions, the right of withdrawal, liability claims against directors, or negotiating an orderly exit; in deadlocked companies with equal shareholdings, dissolution is the last resort. We first analyse what real legal levers you have at your disposal and then devise a strategy — negotiating from a position of strength requires knowing what would happen if the matter were to go to court.
Yes. Resolutions that contravene the law, the articles of association or the rules of procedure of the general meeting, and those that harm the company’s interests for the benefit of one or more shareholders or third parties — including resolutions imposed in an abusive manner by the majority (Article 204 of the Companies Act) — may be challenged. The general limitation period is one year, except for resolutions contrary to public policy, which are not subject to any limitation period; generally speaking, standing to bring an action requires a stake of at least 1 per cent of the share capital. It is advisable to examine the matter promptly: an immediate response (voting against the resolution, recording the objection in the minutes) is a prerequisite for bringing an action.
Under certain conditions, yes. Article 348 bis of the Companies Act (LSC) recognises, from the fifth financial year following the company’s registration, a right of withdrawal for a shareholder who objects to the lack of a profit distribution where the general meeting fails to agree to distribute the statutory minimum of profits, provided that the requirements laid down by the Act are met. It is a technical right — involving short time limits, strict requirements and the possibility of regulation by the articles of association — which we have analysed in a comprehensive series of articles; whether seeking to exercise it or to prevent it, the key lies in the details.
AREA INSIGHTS
Featured articles
The best proof of how we work is reading us. A selection of our analyses:
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We advise over 300 companies on their day-to-day corporate affairs. Initial consultation with no obligation.