Shareholder Agreement Services in Spain

Get the right terms for your business venture

Our corporate lawyers will guide you through the process step-by-step.

How can a lawyer help me?

A strong corporate lawyer can adapt the type of document that the shareholders are seeking into a binding, legal contract. At Lexidy LegalTech Boutique, our lawyers can start the document afresh and propose certain terms and conditions or work from the guidelines provided to us. We can also adapt shareholder agreements from other countries for the Spanish market so that there is as much harmony as possible, within the law, between the different jurisdictions.

Our corporate lawyers are also proactive and share their knowledge to suggest additions or changes that would not have been previously understood or appreciated by the potential shareholders. This commitment to being thoughtful and customer-centric helps the client with the:

  • Relationship between the future shareholders in the future company
  • Relationship between the future company and its shareholders
  • Management and governance of the future company
  • Company’s internal structure.
  • Corporate purpose of the company.
  • Conditions affecting the shares of the company. How the shares are distributed among the shareholders and their transmissibility.

Lexidy’s lawyers will also highlight which of the proposed shareholder measures or terms are counter to the law and find appropriate alternatives.

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

 

What is a Shareholders Agreement?

In a word, a shareholder’s agreement is a contract.

It’s a private agreement between the potential or future shareholders of a company. The contract governs how the company will function on matters like corporate governance, business activity, interaction between the shareholders and even on how they will vote on issues and topics that have been debated at during the General Shareholders’ Meeting. 

A shareholders agreement is absolutely essential when there are multiple people involved in the same venture. It is highly recommended that the parties draw up a document that allows the different points of view to be considered and accordingly structured while also legally binding those that sign. Making the document enforceable is important because failure to comply with the agreements allows for compensation and damages under Spain’s Civil Code.

How is this document produced?

The shareholders’ agreement  is usually drafted by a legal advisor. 

Typically, the broad terms and commitments can be indicated over the telephone or an email. The client would explain to the legal advisor what they are hoping to accomplish with their shareholder agreement. We at Lexidy work with the client to ensure that they achieve their goals in the way that best suits their interests.

What are the requirements?

In Spain, a Shareholders’ Agreement can be signed privately between the shareholders or signed before a public notary. It’s common practice for the agreement to be signed privately with a digital signature in order to formally validate the document.

If the agreement is signed before a notary public, then there are guarantees in the event of any contractual breach. So, the accuracy and validity of what has been signed does not have to be proven because the document is essentially public. All public documentation in Spain is directly enforceable. 

Frequently Asked Questions

In theory, no. However, a recent Supreme Court case law stated that, if certain conditions are met and handled properly, the terms in shareholders’ agreement could legal bind the company.

The shareholders’ agreement is a contract, so it’s subject to the terms that the parties agreed. However, Spanish law has established thresholds for certain matters. For example, at least 60% of the shareholders must approve the company’s annual accounts. This can be increased to 80% but cannot be 100%.

There must be at least two General Shareholders’ Meetings each year.

Bylaws are one of the founding documents of any company and contain essential elements such as the company’s name, its economic activity or where it is located, among others.

While shareholders agreements and bylaws can often contain the same types of agreements or arrangements, the main difference is the flexibility of the shareholders agreement compared with the bylaws. For example, bylaws must be registered with the Commercial Registry which gives the parties less discretion over their application.

It’s best practice to have this agreement when there are multiple parties involved in the same business project. The aim is to structure the project appropriately and prevent future conflicts.

A shareholders’ agreement outlines the lines of action for the partners in the situations reflected in the contract. It also establishes routes to resolve any future corporate conflicts.

Our Story

We are a department formed by qualified legal experts who have been trained in the field of corporate law. We work on these requests every day and it’s our passion. For us, Lexidy is a way of life and what excites us the most is to be able to deliver the happiness and satisfaction of a successful process. We want to help you achieve your goals and dreams.

Héctor Lopez Vazquez

Head of Corporate Department

Madeleine Cadwell

Paralegal

Marta Ametller

Paralegal

Samuel Ortega Vega

Lawyer

Client’s stories

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