Company-Corporate

At Corujo & Jiménez Abogados we identify through a precise analysis if, due to the business situation you are in, setting up your group of companies with a Holding Company structure can be an interesting and beneficial decision for you.

Our services cover the following aspects:

• Preparation of a checklist with all the milestones of the business project, performing an exhaustive weekly follow-up and updating the situation.
• Preparation of the project’s legal documents, such as, among others, the Articles of Association.
• Preparation of the balance sheets of the business operation
• Drafting of the draft of the Deed to set up the business group with the Holding Company, and that the latter becomes the owner of the rest of the companies, becoming the parent company.
• Management of the signing of the deed before the Notary Public and its registration with the Commercial Registry.
• Obtain the Holding Company’s Tax Identification Number (TIN) and open the bank account.
• Preparation of exempted taxes in the corresponding Autonomous Community and communications with the Spanish Tax Agency, in order to avoid paying taxes for this commercial operation.
• Preparation and delivery of a guide to the operation of a grou.

The main advantages of operating in a group of companies with a Holding Company are:

• Distribution of dividends from the subsidiaries to their parent company, the Holding Company, taxing only 1.25% of the money instead of 23-24%, creating a tax incentive. Also, when there is excess cash, it will be possible to invest in new businesses without having to pay tax on the transfer of capital from one company to another.
• In the event of selling any of the subsidiaries that own the Holding Company, the capital gain from the sale is also taxed at 1.25% and not at the general rate of 23%, allowing the difference to be reinvested in the development of other business branches, the creation of new companies, or the acquisition of assets (e.g. real estate).
• It allows you to place the money or other assets (for example, non-current assets of real estate) generated by the subsidiaries of the group in the Holding Company, so that the money is placed in a company with zero risk and in the event that the subsidiaries face any economic contingency, the liability can never go against the Holding Company, so that the money is totally risk-free.
• It can benefit from the tax consolidation regime for corporate income tax purposes, allowing the offsetting of profits generated by group companies against losses incurred by other group companies, resulting in a single corporate income tax rate of 25% instead of each company being taxed at 25% if it makes a profit.

At Corujo & Jiménez Abogados we carry out the complete process to incorporate a company in Spain, from the initial diagnosis to select the corporate structure that best suits your needs, covering all the legal procedures until your company becomes fully operational so that you can provide your services through it.

From Corujo & Jiménez Abogados we will advise you in:

The study of your business operations to select the best corporate structure with which to carry out the activity, as well as the incorporation of the company, drafting of legal documents, obtaining the name of the company, opening of the bank account, preparation of bylaws, notarization of the Deed of incorporation before a Notary Public signing on your behalf through a Power of Attorney, obtaining the Tax Identification Number (NIF) of the company and, of course, the registration of the Deed of Incorporation in the Commercial Registry.

Corporate regulations impose compliance with specific formalities, the breach of which may result in the nullity of shareholders’ resolutions and the imposition of liability on shareholders and directors. For this reason, continuous and specialised legal advice is essential to ensure strict compliance with the applicable legal framework.

Our Corporate team ensures proper compliance with corporate regulations by providing preventive advice to shareholders and directors regarding their legal duties, assisting with the accurate drafting of minutes and certificates, and maintaining and updating statutory corporate books.

In many cases, it is advisable to exclude certain key aspects of corporate life from the company’s bylaws, either because they are not registrable or in order to preserve confidentiality and prevent disclosure to the market at large.

In this context, a well-designed shareholders’ agreement, tailored to the specific needs of the company and its shareholders, becomes an essential tool for preventing disputes, establishing clear operating rules and structuring effective decision-making and dispute-resolution mechanisms.

Our Corporate team has proven experience in the negotiation, drafting, implementation and enforcement of shareholders’ agreements, offering comprehensive advice that includes, among others, the following services:

• Design and drafting of tailored clauses.
• Assistance in negotiating terms between shareholders.
• Management and resolution of disputes arising from breaches.
• Protection and balancing of shareholders’ rights and interests.
• Review and adaptation of agreements in line with the company’s growth and evolution.

The acquisition of assets or shares is a particularly sensitive transaction, as the purchaser assumes not only the company’s assets but also its existing and potential liabilities and contingencies. For this reason, specialised legal advice is essential to identify risks, anticipate scenarios and protect the investment.

Our Corporate team supports companies throughout the entire process, from initial analysis to post-transaction integration, with the aim of avoiding unforeseen issues and, where these cannot be eliminated, effectively reducing or mitigating their impact.

The company’s bylaws are one of the cornerstones of corporate law, as they establish the fundamental rules governing corporate life, including governance structures, the functioning of the general meeting, share capital structure, and the rights and obligations of shareholders. It is therefore essential to obtain specialised advice in advance to ensure that the bylaws are robust, coherent and aligned with the company’s objectives.

The Corporate team at Corujo & Jiménez Abogados advises companies on the design and drafting of their bylaws, creating bespoke and fully customised models adapted to the specific needs of each company and the realities of its business

At Corujo & Jiménez Abogados, we understand that each corporate restructuring transaction is unique and requires a tailored approach. Our Corporate team therefore provides comprehensive advice, supported by solid experience in assisting companies across a wide range of economic sectors, with the aim of designing and implementing efficient, secure and business-focused solutions adapted to each corporate reality.

An easy and fast way to be able to sell your services or products in Spain, as well as to operate, without having to make a large investment, is to operate through a Spanish Tax Identification Number that the Spanish Tax Agency (AEAT) grants to your foreign company, and, from that moment on, it is possible to carry out economic activities in Spain.

At Corujo & Jiménez Abogados we advise you on matters such as:

• Drafting of legal documents
• Application for the company documents that the AEAT will request from us to verify that the company exists in your country of residence, that it is duly registered, as well as the identification of the company’s directors.
• Obtaining a Tax Identification Number for the director of the company, this number does not entail any type of responsibility for the director, and is granted simply for identification purposes.
• Make an appointment at the AEAT and appear in person to obtain the NIF.
• Presentation of all documentation and tax forms at the AEAT (Spanish Tax Agency)
• Obtaining the Spanish NIF for your company and sending the documentation to the client.

*In case the company is not part of the European Union, it will be mandatory to appoint a legal representative of the company with residence in Spain. If this is your case, Corujo & Jiménez Abogados can also provide legal representation services for your company.

Many foreign companies, due to their activity in Spain, need to appoint a legal representative with residence in Spain for their foreign company.

At Corujo & Jiménez Abogados we offer legal representation services for your foreign company before both the Spanish Tax Agency and the National Commission of Markets and Competition (CNMC).

Mainly, our services would include the following aspects:

• Drafting of the legal documents required by the corresponding public agency (AEAT, CNMC, etc.).
• Submission of documentation to the corresponding public agency (AEAT, CNMC, etc.).
• Appointment and registration of one of our lawyers as legal representative of the foreign company with residence in Spain.
• Provide legal address in Spain for your foreign company.