Business consulting

We are a consultancy company offering a wide range of legal services to meet the diverse needs of our clients. We are committed to providing reliable, professional, and tailored solutions to address your specific business needs. Contact us today and let us know how we can assist you. 

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SECRETARIAT

Mercantile advisory services with lawyer advisors to help fulfill:

• The mercantile obligations of the company, before partners and before the Commercial Registry.
• The obligations of the administrator or governing body of the company, before partners and third parties.
• Contracts and powers of attorney for managing directors.

Management of formal documents of the company:

• Advice to shareholders, partners, and boards of directors in compliance with current legislation, daily management, and implementation of agreements.
• Preparation of summonses and drafting of minutes of Ordinary General Meetings (approval of annual accounts) and Extraordinary General Meetings, as well as resolutions of the board of directors.
• Formalization before a notary of shareholder agreements and administrative bodies' agreements, and their registration in the Commercial Registry.
• Maintenance of books: Minutes Book, Shareholders Register, Nominal Share Book, and Contracts Book, and their annual telematic submission to the Commercial Registry.
• Statutory modifications (change of address, change of company name, change of corporate purpose) and balance sheet restructuring and cleansing operations (capital increases and reductions).
• Mercantile procedures (registrations)
• Changes in shareholders (transfers of shares and social participation).
• Management of outstanding debts.

CORPORATE LAW

Consists of assisting you in the day-to-day operations of the company, from its establishment to its dissolution:

• Preparation of Bylaws. Shareholders' agreements (distribution of dividends, restrictions on the transfer of shares and participations, voting rights).
• Implementing foreign companies in Spain (subsidiaries, branches, permanent establishments) and processing of NIF for foreign partners.
• Commercial contracts (supply contracts, distribution contracts, agency contracts).
• Attendance at Ordinary and Extraordinary General Meetings on behalf of shareholders.
• The judicial challenge of corporate resolutions.
• Provision of secretarial services for the Board of Directors as a non-director Secretary.
• Dissolution and liquidation of companies.

ASSOCIATIONS AND FOUNDATIONS

We provide advice on the constitution of non-profit entities. Our connection to NGOs and the internal problems that arise enable us to understand the dynamics of associations and foundations:

• Constitution of Associations and Foundations, drafting of Bylaws, and registration with the Government of Catalonia.
• Registration of governing bodies.
• Change of registered office and amendment of Bylaws.
• Declaration of public utility for associations.
• Filing of annual accounts for associations declared of public utility.
• Dissolution.
• Transformation of an Association into a Foundation.

COMMERCIAL ADMINISTRATION SERVICE IN BARCELONA AND SPAIN

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INCORPORATION OF COMMERCIAL COMPANIES

REGISTRATION OF COMPANIES WITH THE COMMERCIAL REGISTRY

• Incorporation of limited liability companies.
• Incorporation of sole proprietor limited liability companies.
• Incorporation of joint-stock companies.

FILING OF ANNUAL ACCOUNTS

Our Tax and Accounting Advisory helps you prepare the annual accounts.

Our agency team will submit the accounts to the Commercial Registry.

Barcelona labor lawyers We are located in Barcelona but can operate throughout Spain.

LEGALIZATION OF BOOKS WITH THE COMMERCIAL REGISTRY

The filing of books is also an obligation that commercial companies must fulfill. Our tax and accounting advisory team will help you prepare them, and our commercial agency will submit the books to the Commercial Registry in Barcelona or any other province in Spain.

SUBMISSION OF ACCOUNTING BOOKS

• General Journal.
• Inventory and Annual Accounts Book.

SUBMISSION OF CORPORATE BOOKS

• Minutes Book of the General Meeting and other collegiate bodies.
• Shareholder Register in limited liability companies.
• Register of Nominal Shares in joint-stock companies.
• Register of Contracts in sole proprietor limited liability companies.
• Other books kept by entrepreneurs within the scope of their activity.
• Commercial lawyer Barcelona

REQUEST FOR COMMERCIAL CERTIFICATES

• Full historical certificate.
• Literal certificate of the registration number.
• Certificate of Validity of the Company.
• Certificate of Current Management Body.
• Certificate of Current Bylaws.
• Certificate of Representatives.
• Certificate of Annual Accounts.
• Certificate of Deposited Financial Statements.
• Certificate of Current Administrator.
• Certificate of Company Powers of Attorney.
• Certificate of Change of Registered Office.

REQUEST FOR SIMPLE INFORMATION NOTE FROM THE COMMERCIAL REGISTRY

• Name.
• VAT number.
• LEI.
• Registration data.
• Special situations.
• Structure of the management body.
• Current registration entries.
• Domain names or internet addresses.
• Registered office.
• Start of operations.
• Duration of the company.
• Corporate purpose.
• CNAE.
• Share capital.
• List of deposited annual accounts.
• Administrators and liquidators.
• Auditors.
• Representatives.
• List of registered acts published in the BORME.
• Current Bylaws.

REQUEST FOR INTERVENTION OF AN INDEPENDENT EXPERT

Submission of requests for independent experts to joint-stock or limited partnerships by shares companies in cases of non-monetary contributions:

• Incorporation of the company.
• Capital increase.
• Merger and spin-off.
• Onerous acquisitions.
• Transformation into a joint-stock company.
• Transfer of the registered office to Spanish territory.
• Refinancing agreements.

REQUEST FOR APPOINTMENT OF AUDITOR

Request for appointment of statutory auditor by the Commercial Registrar in the following cases:

For obliged companies:

• The company did not appoint an auditor before the end of the audited fiscal year.
• The appointed auditors do not accept the position.
• The appointed auditors are unable to fulfill their duties.
• Appointment of an auditor at the request of a person with a legitimate interest in a voluntary jurisdiction proceeding.
• Revocation and appointment of auditors in a voluntary jurisdiction proceeding.
• Increase in share capital by offsetting credits in the absence of an appointment by the General Meeting, in a joint-stock company.
• Exclusion of the preferential subscription right in a joint-stock company.
• Issuance of convertible bonds.
• Issuance of a certification regarding the sufficiency of the debtor's liabilities required to adopt the refinancing agreement when the company does not have a named auditor.
• The Usufruct of shares or stocks.

FORMALIZATION OF THE LIMITED LIABILITY ENTREPRENEUR FIGURE

Individuals (self-employed) can prevent the responsibilities arising from their business debts from affecting their main residence, which is not worth more than €300,000 in populations of fewer than one million inhabitants or €450,000 in populations of over one million inhabitants (thanks to the limited liability entrepreneur figure of Law 14/2013 in Support of Entrepreneurs).

• The entrepreneur must be registered with the Commercial Registry.
• The entrepreneur must file annual accounts in accordance with the provisions for limited liability companies.

The advantage of this figure is that self-employed entrepreneurs can limit their liability for business debts so that their residence is not affected. In the event of incurring debts, they will still be responsible for payment with their present and future assets, but their residence will be safe from universal liability for individuals. The disadvantage is that the self-employed individual must prepare and submit annual accounts of the activity to the Commercial Registry. However, our tax advisory team will take care of this without it posing a problem, other than any possible costs that may arise.

Download here, without obligation, the model to register as a limited liability entrepreneur:

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