If you need a business lawyer in Marbella, our firm is the perfect choice because we specialise in commercial and corporate law. For our team of expert solicitors, our clients are our utmost priority. At Lex Malaka you will receive direct, personalised attention throughout the entire process. We always strive to work together with our clients in order to achieve optimal results, offering an inclusive range of services in order to provide you with solutions that adapt to your needs.
Our mercantile attorneys handle insolvency proceedings, with comprehensive advice for companies and businesses. We also resolve corporate issues (separation between partners, directors’ liability, and Treasury Department penalties), closure and liquidation of companies (specialisation in corporate liquidations as a guarantee of a solution), and franchises (we can clarify the implications of a franchise agreement, as well as the points to be addressed in legal assistance in order to achieve the client’s objectives).
What our clients say about Lex Malaka’s Commercial Law services
Our services in business and corporate law in Spain
In order to place at your disposal all the solutions your company may require, we provide an inclusive range of services that can easily be adjusted to your needs. Among the different activities we carry out are: establishment and dissolution of companies, advice on commercial arbitration, amendments to articles of association, directors’ liability, partnership agreements and bankruptcy proceedings. Therefore you will always be able to benefit from a solution that meets the specific needs of your business at any given time.
Establishment and Dissolution of Companies
When setting up a commercial company, a number of essential requirements must be met, depending on the business model that your company is going to have. Therefore it is highly recommendable to hire the services of a commercial lawyer.
Additionally, in the case of the dissolution of a commercial company, it is also necessary to follow a series of procedures and requirements that are indispensable. If you want to carry out this type of procedure, it is important to verify all the information related to this process in Spain.
Amendments to Articles of Association
Articles of association outline the rules and regulations of a company or organisation, but it should be noted that there is nothing to prevent the content of the articles of association from being altered at a later date. By means of such amendments, it can be brought more closely into line with the actual requirements and the structure of the company in question.
It should be noted that, given the serious nature of amending articles of association, the legislature has laid down a fairly rigid process which must be carefully observed. To this effect, counting on the services of an expert corporate lawyer is highly recommendable.
Commercial and Trade Contracts
Contracts are the basis of all entrepreneurial activity, and at Lex Malaka, we are aware that every business is different, and therefore has unique needs. Our committed team of specialist lawyers are familiar with all aspects of commercial and trade contracts and can provide you with the best possible advice and counsel. We will work closely with you to assist with the negotiation, drafting and implementation of contracts, providing personalised services to ensure that your interests are protected, and that the agreement meets your company’s requirements.
- Legal advice and assistance with contractual issues
- Revision and negotiation of contracts
- Drafting contracts tailored to meet your company’s requirements
- Guidance with the implementation of contracts
- Protecting your company’s interests
Whatever the legal field in question, we have the expertise to provide you with comprehensive advice in the legal formulation of your company’s contracts.
Directors' Liability
Commercial companies have a liability to their creditors limited to the share capital and reserves. On the other hand, shareholders are very rarely personally liable, although it may occur in some cases.
Based on the majority of rulings of the Supreme Court and the Provincial High Courts, company directors who have fulfilled their responsibilities are also usually free from liability when the company has failed to settle the debt with its creditors.
Partnership Agreements
It is of vital importance to understand that one of the principles of corporate or company law is that any decisions at the general meeting of the company are made by majority vote. However, this principle is not absolute, and the legal system has a series of limitations and corrective measures established in order to prevent decisions made by the majority of shareholders to the detriment of a minority shareholder from being imposed. In other words, a shareholder who holds a smaller percentage of the company’s capital, and therefore has less voting power, should not be left without any capacity to influence decisions made by the company.
Insolvency Proceedings
It is important to take into account that insolvency proceedings are an obligation for the company, and therefore they must be complied with. Furthermore, it is crucial that this is done within the established deadline in order to avoid the scenario of the company director incurring liabilities. This generally occurs when the company has cash-flow problems or is in financial distress, complicating its ability to meet its payment obligations. In this event, the company director has two months to file for insolvency before the commercial court, from the time they become aware of the situation.
[FAQs] Frequently Asked Questions about Commercial Law in Spain
What activities do business and corporate law regulate?
Business and corporate law have several branches, so it is important to take them all into account. Among others, they include company law, banking law, insolvency law, foreign exchange law, maritime and aviation law, and contract law. It should be made clear that business law is the branch of law that regulates commercial relations between legal entities (business partners) or natural persons. In other words, it deals with issues such as the conclusion of a contract between a company and a professional, and relationships with suppliers.
What are the restrictions on who can be the director of a commercial company?
It is very important to be aware of the fact that the revocation of a company representative will not take effect until a substitute has been appointed. The possibility of appointing a legal person as director is expressly recognised, but in this case, the appointment cannot be entered in the Commercial Register until the identity of the natural person who has been appointed as representative has been established. The directors must be incapacitated, otherwise they will be subject to prohibitions, and must be removed immediately at the request of a shareholder.