What a corporate lawyer does
Their job is to make sure the company’s decisions are taken with legal certainty and with the right documents. In practice the work divides into six areas:
- The life of the company. Articles of association, general meetings, minutes and books. The general meeting decides on the accounts, the appointment of directors, amendments to the articles, capital increases and reductions or the sale of essential assets (article 160 of the Spanish Companies Act, Ley de Sociedades de Capital), and each decision has its own majorities and documents.
- Relations between shareholders. Shareholders’ agreements, shareholders joining and leaving, valuation of shares and resolving disputes.
- Directors. Their duties and liability: they must act with the diligence of an orderly businessperson and with loyalty to the company (article 225).
- Transactions. Structuring and setting up companies, capital increases and reductions, corporate restructurings, holding companies, business sales and M&A transactions and bringing in investors.
- Contracts. Drafting, reviewing and negotiating commercial contracts with customers, suppliers, distributors and business partners.
- Insolvency and closure. Cash-flow problems, insolvency proceedings and company liquidation and closure.
A corporate lawyer and a gestoría are not the same
In Spain, a gestoría or accountancy firm handles bookkeeping, taxes, payroll and administrative formalities, and can set up a company: it is a formality any gestoría can handle, as can business owners themselves before a notary. A corporate lawyer deals with legal risks and with the decisions that change the company. They analyse its structure and design the transactions that change it, such as a merger, a share-for-share exchange, a contribution in kind or a holding company, and settle how power is shared between shareholders, what happens if one leaves, how a company is bought or sold or what liability directors take on. The two roles complement each other and work best when coordinated.
How external legal counsel works
It is a lawyer who acts as the company’s legal department without being part of its staff. The company consults them on an ongoing basis, and they know its history, its contracts and its shareholders, which makes it possible to anticipate problems instead of arriving once they have happened.
It usually works like this:
- Initial contact. The company explains its business and the kind of questions it usually has, and sends the basic documents: articles of association, usual contracts and books.
- Review of the documents and proposals. The lawyer studies the documents and proposes what the retainer should cover and what falls outside it.
- Quote and letter of engagement. The firm sends the monthly fee and the letter of engagement, with the content of the retainer, in writing.
- Implementation and follow-up. The service is provided and it is reviewed regularly to check it still fits the company’s needs.
What it usually includes
- Queries by phone, email or meeting.
- Reviewing and drafting the usual contracts and the company’s own templates.
- Company secretarial work: notices, meetings, minutes, books and filing of accounts.
- Risk monitoring: claims, disputes with shareholders and directors’ obligations.
- Coordination with the company’s other advisers, such as the gestoría or the tax adviser.
What usually falls outside it
Matters that require specific work, such as a sale transaction, a new investor coming in or court proceedings, are quoted separately. The advantage of a retainer is that, in those cases, the lawyer already knows the company and does not start from scratch.
The corporate deadlines the lawyer reminds you of
Part of the work of a lawyer who knows the company is to keep track of its corporate deadlines, which are set by law:
- The directors must prepare the annual accounts within three months of the end of the financial year (article 253).
- The ordinary general meeting must meet within the first six months of each financial year to approve the management, the accounts and the allocation of the result (article 164).
- Within the month after approval, the accounts are filed for deposit at the Commercial Register (article 279).
Meeting them on time, with the minutes and books in order, avoids problems with shareholders, with the Register and with the directors themselves.
When it is worth it and when it is not
It is worth it if the company signs contracts often, has shareholders or a group of companies, needs to call meetings and keep books, or wants predictable costs instead of paying for each matter separately.
It is not worth it if the legal needs are very occasional: in that case it is simpler to instruct each matter with its own quote. A sound approach is to start with one specific matter and then judge whether a retainer makes sense.
How much it costs
There is no single fee: the monthly fee depends on the volume and type of queries, the number of companies, whether full company secretarial work is included and the availability the company needs. What matters is that the price is predictable and that what it covers is in writing. Once it knows your company, a firm can propose a specific fee and review it when your needs change.
How to choose a lawyer for your company
- Who will handle your matter. It should be the same person who deals with you from the start, with no intermediaries.
- What is included and what is not. The content of the retainer should be in writing.
- How you communicate and how available they are. And what counts as an urgent query.
- Whether there are conflicts of interest, for example with other clients or with the shareholders themselves.
- How confidentiality is handled. A lawyer is bound by professional secrecy.
- Whether they speak your language and understand your sector, which is especially important for companies with foreign shareholders.
An example
An installation company in Coín, with forty business customers, used to sign a different contract with each one, almost always drafted by the customer. With a retainer, the firm prepares a standard contract of its own, reviews the terms proposed by the largest customers, handles the notice of the general meeting and the approval of the accounts every year and answers the director’s questions when a clause appears that they do not understand. When the company later decides to bring in a shareholder, the firm already knows its articles, its contracts and its situation.
Common mistakes
- Waiting until there is a problem to look for a lawyer, instead of preparing the documents beforehand.
- Hiring on price alone without knowing what it covers.
- Confusing the role of the lawyer with that of the gestoría, and not coordinating the two.
- Not using the retainer: if the company rarely consults, it is not used to its full advantage.
- Not documenting the decisions of the general meeting and of the directors.
When to consult a lawyer
- If the company is growing and can no longer resolve its legal questions on its own.
- If there are shareholders and the rules between them are not written down.
- If you are going to sign important contracts or sign them often.
- If you want to reach a transaction, such as a sale or an investor, with the company in order.
In our external legal counsel service we act as the legal department of companies in Coín, Malaga and the Costa del Sol, on a monthly retainer tailored to each case.
Author and sources
Author: Sara González Domínguez, a practising lawyer registered with the Málaga Bar Association (no. 8502). Sources checked on 6 October 2026.
- Spanish Companies Act (Ley de Sociedades de Capital), consolidated text from the Spanish Official State Gazette (BOE).