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Basic Corporate Transactions in Spain

Scale your pre-seed start-up with the right legal approach 

How can a lawyer help with the Basic Corporate Transactions in Spain ?

When it comes to scaling a business and attracting investment, Lexidy LegalTech Boutique is here to help clients understand how best to sell or purchase shares. Our team of legal professionals will assist clients drafting the legal documents to fully protect the client’s rights. We will also ensure the transaction is aligned with corporate regulations.

Furthermore, when the time comes to amend the Articles of Association, our lawyers will assist the client with all the formalities.

If there are any legal impediments obstructing your operation, our legal team will make sure that it is properly handled, in a swift manner. 

¨We will be with you each step of the journey.¨

 

What is a Basic corporate transaction?

As a young company starts to grow, it is likely that it will reach a stage where it outgrows its existing legal structure. This new reality means having the best path to allow new investors fund or more managers join the company to ensure its growth is sustained. It’s at these crossroads that a start-up needs to embark on a basic corporate transaction.

When a business is in the pre-seed stage, a basic corporate transaction would mainly be associated with Share Purchase agreements or amendments to the company’s bylaws.

A Share Purchase Agreement is a contract where an investor acquires a portion of the company’s share capital in exchange for money. These funds are used to drive the startup to new levels and execute its strategy. Often these investments are referred to as seed rounds or Series A or B funding round.

The purchase may have to be approved at the General Shareholder’s Meeting as a new investor, and therefore shareholder, is involved in the company’s share capital. 

It’s very common for investors to seek certain privileges in exchange for their investment and endorsement of the company. Some of them will require amendments to the Articles of Association.

What are the Articles of Association?

A company’s Articles of Association is a legal document that’s required to incorporate a company. They display all the basic traits of the company and set out the rules between the Company and the Shareholders.

Some of the key issues regulated by the Articles of Association are:

  • Legal structure of the Company.
  • Internal mechanisms of control.
  • Management of the Company

The final point is the decision-making process that encompasses everything from the process of voting and the voting majortities needed to adopt certain measures to relatively simple procedures like how to call a formal meeting. However, it will also govern the basic aspects of the relationship between the shareholders themselves as well as their relationship with the Company on matters such as the transmission of Shares of the Company.

How can I amend the Articles of Association?

The Articles of Association can only be amended if certain formalities are met. 

They must follow the steps below:

  • Calling the General Shareholder’s meeting.
  • Approving the decision by a sufficient number of shareholders as outlined by the existing Articles of Association.
  • Drafting the necessary certificates and public deeds to register the modification in the Mercantile Registry.

Find your Lawyer

Héctor Lopez Vazquez

Head of Corporate Department

Madeleine Cadwell

Paralegal

Marta Ametller

Paralegal

Samuel Ortega Vega

Lawyer

About Corporate Department

“We know the legal aspects of getting your business project in a foreign country can be anything but an easy, straightforward process, – that’s why we come in! We will be by your side every step of the way, so you can actually focus your time on your new Spanish Business Project.”

-Corporate Team

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