Legal Corporate law
The corporate law area at Asegi Abogados covers the entire life of a company: incorporation and registration with the Commercial Registry of Bizkaia, Gipuzkoa or Araba, meetings and resolutions, sale and purchase of shares, restructurings, insolvency and insolvency proceedings, trade marks and contracts, as well as representation before the Commercial Courts.
What's included
- Incorporation of companies: name certificate, tailor-made articles of association, deed and registration
- Notices, minutes and resolutions of the general meeting and of the governing body, and their formalisation in a public deed
- Share purchase agreements, shareholders' agreements and structural modification transactions
- Recurring commercial contracts: distribution, agency, supply, confidentiality and general terms and conditions
- Application for and defence of national trade marks, and assignment and licence agreements
- Analysis of insolvency, negotiation with creditors and representation in the insolvency proceedings before the Commercial Court
Almost every significant commercial decision has an immediate tax consequence, and almost every tax problem originates in a corporate document badly drafted years earlier. At the firm, the corporate and the tax areas work on the same file, so that you never receive two pieces of advice that contradict each other.
Company law
We incorporate companies and keep them in order: articles of association adapted to the shareholders’ actual situation rather than a generic template, a well-defined corporate purpose, rules on the transfer of shares, meeting notices and minutes, appointments and removals, annual accounts and their filing. We also act in the orderly dissolution and winding up of the company when that is the sensible way out.
Transactions and structural modifications
We prepare and negotiate capital increases and reductions, sales of shares and stock, mergers, demergers and transfers of business units. We draft the shareholders’ agreement before the conflict appears, which is when it is of any use: reinforced majorities, shareholders leaving and joining, non-competition and deadlock resolution.
Disputes between shareholders
When the disagreement already exists, we review the corporate documentation, assess challenging the resolutions, bringing a liability action against the directors or the shareholder’s withdrawal, and we look first for a negotiated way out. Litigation is one route, not the first.
Insolvency and insolvency proceedings
We analyse the company’s real financial position, gauge whether there is room for an agreement with the creditors and, if insolvency proceedings are unavoidable, we prepare them and take them before the Commercial Court, including the continuity of the accounts and the defence of the governing body in the classification of the insolvency.
Trade marks and contracts
We register and defend national trade marks, and we draft the assignment and licence agreements that protect what your company has created. Before the courts we represent you at every stage of proceedings before the Commercial Courts, from our offices in Bilbao, Donostia-San Sebastián and Vitoria-Gasteiz.
Frequently asked questions
- How much share capital is needed today to incorporate an SL?
- The legal minimum is 1 euro since Law 18/2022, Crea y Crece, which removed the previous minimum of 3,000 euros and repealed the successive formation SL. While the capital is below 3,000 euros, 20% of the profit must be allocated to the legal reserve until that figure is reached, and the shareholders are jointly and severally liable for the difference if the company is wound up.
- How long does it take to incorporate a company?
- Between 2 and 4 weeks, from the application for the name certificate to the final tax registration with the Foral Tax Authority. The bank account and the deposit of the capital are prerequisites for signing the deed.
- Where is a company incorporated in Vitoria-Gasteiz registered?
- With the Commercial Registry of Álava, and its taxes are handled by the Foral Tax Authority of Araba, not by the state tax agency. The same criterion applies in Bizkaia and in Gipuzkoa according to where the registered office is established.
- When should insolvency proceedings be considered?
- Before the cash runs out. Once the risk situation has been detected, there is room to negotiate with creditors and reorganise the debt; once non-payment is widespread, the options narrow and the personal exposure of the governing body increases.