Bylaws & Shareholder agreements

At Henry Towers we want make running your business as easy as possible, while ensuring you are fully compliant and up-to-date with your obligations regarding Spanish legislation and tax authorities. We aim to be your partner in Spain, and make sure that running your business is as easy as one, two three.

Information gathering and context understanding about legal obligations

Our teams will gather all the required technical information as well as business context, as for us it is important to have a comprehensive understanding of your business in order to suggest the best option in each area. Anticipating activities you might be considering will also be an advantage for you as we can then anticipate, prepare and align with your objectives.

Process execution of Bylaws & Shareholder agreements

We will prepare modifications, as well as any notification, meetings or any other obligations you and your business might be required to fulfil, drafting the minutes or presenting them before the relevant statutory bodies is also part of our service to help you focus on what matters: Your business.

Bylaws & Shareholder agreements Report

You will be updated of the processes, as well as asked to validate the information we will present on your behalf. Our team will always keep you updated until the conclusion of the event/process and reach out to you with options and recommendations to make it easy for you to make decisions.

The royal legislative decree stems from the authorization set out in the seventh final provision of Act 3/2009 of 3 April on structural changes in companies, enabling the Government, within twelve months, to consolidate the legislation listed in that provision in a single text, under the title “Ley de Sociedades de Capital” (Corporate Enterprises Act).

Corporate enterprises are understood to mean limited liability companies, joint stock companies and limited partnerships.

1. The share capital in limited liability companies, which shall be divided into individual shares, shall include the contributions made by all shareholders, who shall not be held personally liable for company debt.
2. The share capital in joint stock companies, which shall be divided into individual shares, shall include the contributions made by all shareholders, who shall not be held personally liable for company debt.
3. The share capital in limited partnerships, which shall be divided into individual shares, shall include the contributions made by all shareholders, at least one of whom, as the general partner, shall be held personally liable for company debt.

Corporate enterprises shall establish their registered office at the place within the Spanish territory where their current administrative and management activities, or their main business establishment or operations, are located.

Corporate enterprises whose main business establishment or operations are within the Spanish territory shall be have a registered office in Spain.  It is under the jurisdiction of the general meeting of shareholders to deliberate and decide on the following matters:

1. Approval of annual financial statements, distribution of earnings and the approval of the management of the Governing Body.
2. Appointment and dismissal of directors, liquidators and, when necessary, account auditors and the institution of liability action against any of these persons.
3. Amendments to by-laws.
4. Capital increase or decrease.
5. Removal or limitation of pre-emptive or preferential subscription rights.
6. Acquisition, disposal or transfer to another company, of any essential assets. Assets are considered essential when the sum of the transaction exceeds twenty-five percent of the share value shown in the latest approved balance sheet.
7. Conversion, merger, spin-off or global assignment of assets and liabilities and transfer of registered office abroad.
8. Dissolving the company.
9. Approval of the final liquidation balance sheet.
10. Any other matters stipulated by law or by the articles of association.

Unless otherwise specified in the articles of association, the general shareholders meeting for capital companies may issue instructions to the managing body and submit for their authorization, the adoption by aforementioned body, of decisions and agreements about certain management issues, without prejudice to the stipulations of article 234.

Article 163. Types of annual general meetings. The annual general meetings of corporate enterprises may be ordinary or extraordinary.

1. The ordinary general meeting must be duly convened and meet within the six first months of each financial year to approve the management of the governing body in and the financial statements for the preceding financial year, as appropriate in both cases, and determine the distribution of earnings.
2. Ordinary general meetings shall be valid even when convened or held after the six-month deadline.

Article 166. Power to convene meetings. The annual general meeting shall be convened by company directors or liquidators, as appropriate.

Article 167. Obligation to convene meetings. The directors shall convene a general meeting whenever they deem it in the company’s interest to do so and, in any event, on the dates or within the terms established by law and by the articles of association.

Article 168. Minority request to convene a meeting. The directors must convene a general meeting when so requested by one or several partners or shareholders representing at least five per cent of the share capital, who must specify the matters to be addressed in this request.

In this case, the general meeting must be convened in time to be held within two months of the date on which the directors receive the notarized request to that effect, and the agenda must include the matters specified therein.