Company structure
- Company formation and capital changes. Structuring and setting up companies, capital increases and reductions, and amendments to the articles of association.
- Corporate restructuring. Mergers, demergers, contributions in kind and group structures for companies whose structure has fallen out of date.
- Holding companies. Designing and setting up holding companies to organise ownership, separate risks and prepare for sales, handovers or new investors.
- Mergers and acquisitions (M&A). Corporate transactions to buy, sell, merge and integrate companies, including share-for-share exchanges.
Insolvency and closure
- Company liquidation and closure. Orderly dissolution, liquidation and removal from the register, so that directors are not left exposed.
- Insolvency and debt restructuring. Insolvency proceedings, restructuring plans and advice to businesses that cannot pay their debts, backed by a lawyer who is an insolvency practitioner.
Ongoing counsel
- Commercial contracts. Distribution, agency, services and business cooperation agreements.
- Compliance. Criminal compliance programmes and whistleblowing channels sized for your company.
- External legal counsel (retainer). A lawyer who acts as your company’s legal department, on a tailored monthly retainer.
Shareholders and governance
- Associations and foundations. Setting up, statutes, registration and governance of associations, and advice to foundations and religious brotherhoods.
- Corporate governance. Directors’ liability, the management body, general meetings and conflicts of interest.
- Family business. Family protocols, governance of the business family and succession.
- New investors and partners. Negotiating and structuring new investment: term sheet, capital increase and investor rights.
- Shareholders’ agreements. Rules between shareholders on decisions, joining and leaving, valuation and deadlocks.
Transactions and investment
- Business sales and M&A. Due diligence, share purchase agreement (SPA), warranty and deferred-payment mechanisms, for buyers and sellers.
- Foreign investment. Investment by non-residents, from inside and outside the EU, in Spanish companies: structure, declarations and prior authorisation.
Co-counsel for law firms
A good part of our work comes from other law firms that prefer to instruct a specialist on the company law side of their matters: structures, holding companies, mergers, acquisitions or shareholders’ agreements. We work with confidentiality and professional loyalty, and the client remains the client of the firm that instructs us. We explain how on our page on co-counsel for other law firms.
How to choose
Many matters combine several services. A new investor usually needs a shareholders’ agreement and a capital increase; a family handover, a protocol, changes to the articles and sometimes a holding company. You do not need to know in advance what you need: when we study the documents, we put the matter in order and propose a single engagement covering everything required.
We work from Coín for companies throughout the province of Malaga and, together with law firms and advisers in other provinces, also on matters nationwide: we explain how on our page on the areas we serve.