En la fusión de sociedades, pueden entrar en juego el impuesto de sociedades, el impuesto de trasmisiones patrimoniales, el impuesto sobre el valor añadido y el impuesto sobre el incremento del valor de los terrenos de naturaleza urbana. La aplicación de cada uno de los impuestos descansa sobre criterios diferentes, […]
THE TAXATION OF MERGERS Continue reading →
Although five years have passed since the entry into force of Law 3/2009 on Structural Modifications of Commercial Companies, it seems that the issue of the effective accounting date of the merger continues to generate doubts among legal operators (as they say now), which seems
THE ACCOUNTING EFFECTIVE DATE OF THE MERGER. Continue reading →
Business companies sometimes need to “take” assets out of their assets to put them in the name of the partners and/or directors or in other companies. The fact that a businessman has his habitual residence, an apartment on the beach or in general assets unrelated to his activity in the name of a partner or director, is a sign that he has no business in his name.
HOW TO “GET” ASSETS FROM A COMPANY Continue reading →
Notaries, or any other professional in the legal world, are not able to immediately answer any question that is put to us for consideration. If there is a subject that requires me to re-study the legislation every time it is raised, it is the one referring to the acquisition by
TREASURY STOCK AND REDUCTION OF SHARE CAPITAL Continue reading →
Royal Decree-Law 1/2015 of 27 February introduced a series of changes to the Bankruptcy Law, and in the case of non-business individuals (commonly called consumers), a notarial procedure was established so that an out-of-court payment agreement could be reached, ultimately aimed at achieving the release of debts.
HOW TO GET THE RELEASE OF DEBTS Continue reading →
Estamos en una época en la que muy frecuentemente se da el llamado fenómeno de la perversión del lenguaje, que consiste en cambiar las palabras con la finalidad de sustituir la realidad que definen por una fantasía que nos resulta más cómoda y propicia, o como dice Umberto Eco el deseo
BEFORE PAYING THAN INHERITING Continue reading →
Hace ya algún tiempo publique esta entrada en la trataba de un modo muy general la responsabilidad de los administradores de las personas jurídicas, diferenciando las distintas causas por las que un administrador puede llegar a responder de las deudas sociales. El derecho de sociedades, desde la reforma de 1989, se
COMPETITION AND SOCIAL ADMINISTRATORS Continue reading →
The Law on Structural Modifications, after dealing with the general merger procedure, regulates a series of special mergers, such as the merger by absorption of a wholly owned company (called abbreviated or improper merger of article 49 LME), the merger by absorption of a 90%-owned company (article 50
THE TWIN FUSION Continue reading →
The answer to this question is not always found in the world of corporate law, and even less so in the bylaws, whose function of adjusting the regulation of the company to the convenience of the partners has unfortunately been very limited by the registration qualification based on
HOW TO RESOLVE PARTNER CONFLICTS Continue reading →
Some time ago my friend José María, an auditor, decided not to proceed with two company spin-offs, one of which was his property, because he had received news that a certain financial institution, with which one of the companies he intended to spin-off had arranged a mortgage loan,
THE OPPOSITION OF CREDITORS IN THE MERGER AND DIVISSION OF COMPANIES Continue reading →
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