Businesses
Commercial lawyers in Barcelona: companies, shareholders' agreements and contracts
We help entrepreneurs, shareholders and businesses establish their company, organise shareholder relations, draft and negotiate contracts and resolve corporate disputes when they arise. What was not put in writing at the outset is often the hardest issue to resolve later.
At a glance
- A limited liability company can be formed with minimum capital of €1, but restrictions on reserves and shareholders' liability apply until capital reaches €3,000: the decision should be taken with advice.
- Shareholders' agreements regulate matters the articles do not cover or that should not be made public: decision-making, joining, leaving and deadlock.
- Before buying a business, a shareholding or a portfolio, a legal review (due diligence) identifies contingencies that affect the price.
Situations in which we can help
Company formation
Choice of legal structure, articles, deed and registration, and corporate set-up.
Shareholders' agreements
Agreements between shareholders covering governance, joining, leaving and resolving deadlock.
Commercial contracts
Sales, supply, agency, distribution, franchising and standard terms of business.
Corporate disputes
Shareholder disputes, challenges to resolutions and directors' liability.
Due diligence and business acquisitions
Legal review before mergers, acquisitions and investments.
Corporate governance
Meetings, minutes, statutory books, appointment of directors and filing accounts.
What a shareholders' agreement usually covers
A shareholders' agreement does not replace the articles: it complements them and binds its signatories. These are the points most often missing when a dispute arises.
- Decision-making rules and enhanced majorities for important matters.
- Drag-along and tag-along clauses on a sale.
- Shareholders joining or leaving: valuation, pre-emption rights and exit events.
- Commitment, retention and non-compete obligations for shareholders working on the project.
- Mechanisms to resolve deadlock between equally weighted shareholders.
- Vesting and exit grounds (good leaver and bad leaver) where a shareholder contributes work rather than capital.
Some clauses should also be included in the articles to be binding in relation to third parties.
How we work
Understand the project
Who the shareholders are, what each contributes and what they want to avoid.
Propose a structure
We present the options, their scope and their cost before drafting.
Draft and negotiate
We prepare the documents and support negotiations between the parties.
Formalise and maintain
Deed, registration and statutory books, with periodic reviews as the business grows.
Deadlines and points to bear in mind
- Annual accounts
- They are drawn up within three months of year-end, approved at a meeting within the first six months and filed with the Commercial Registry within one month of approval.
- Serious losses
- If net assets fall below half the share capital, directors must call a meeting to dissolve the company or remedy the situation; failing to act may expose them to personal liability.
- Challenging a corporate resolution
- Generally, the action expires one year after the resolution is adopted, with qualifications where it is registrable. Resolutions contrary to public policy are not subject to expiry.
- Insolvency
- Where a debtor is currently insolvent, they must apply for insolvency proceedings within two months of knowing or being required to know of that position, subject to applicable statutory effects and exceptions, including notice of the opening of negotiations. It is unwise to wait until the position is irreversible.
Frequently asked questions
Which legal structure suits me: self-employment, a limited company or another form?
It depends on risk, the number of participants, income and tax considerations. A self-employed person is liable with all their assets; a company generally limits liability, although personal guarantees and directors' liability qualify this. We analyse it with you and your tax adviser.
What is required to form a company?
An approved company name, articles, the capital contribution, identification of shareholders and directors, and a public deed registered with the Commercial Registry. Timing depends on the notary and registry; we explain the expected schedule at the outset.
Is a shareholders' agreement compulsory?
No, but it is strongly recommended with two or more shareholders. Without it, only the law and articles apply, and they rarely resolve deadlock, exits or valuations.
What is due diligence and when is it useful?
It is a legal review of the target company (corporate, contractual, employment, tax, litigation, intellectual property and data matters) before buying or investing. It helps inform decisions, adjust the price and agree contractual warranties.
What should I do if a shareholder blocks decisions?
We first review the articles, agreement and majority rules. It is often possible to negotiate an exit or use mediation; otherwise, legal actions are available, including challenges to resolutions, liability actions against directors, or shareholder exclusion or withdrawal in the cases provided by law.
Do you review contracts with customers and suppliers?
Yes: payment terms, liability, duration, exclusivity, termination and applicable law. We explain what should change and the risks of signing the contract as it stands.
Guides on Commercial Law and Contracts
General information to help you prepare before we assess your case.
General information, not advice. Each case needs individual study. Deadlines and rules may change.
Contact
Tell us about your case.
Briefly tell us what you need. We will review your message and contact you to discuss an initial consultation. The consultation carries a fee, which we will explain in writing before confirming it.