SPANISH LAW IN THE UK

Spanish Law in plain language

The Limited Liability Company (SRL or SL) in Spain

September 20th, 2013

The Limited Liability Company (SRL or  SL) is the mostempresa-4-thumb widespread type of corporation in Spain.

 

Let’s see the main features of Limited Company:

  • Number of partners: at least one, with no maximum limit. In the case of a single partner is a limited partnership created proprietorship. They can be natural or legal persons.
  •  Liability of partners: joint between them and limited to the capital, so that the partners are not liable for the debts from their personal assets.
  •  Class members: be working partners and / or donors.
  • Name or Company Name: a name must be registered before anyone (for so you have to make the appropriate query in the Central Business Register) followed by the words Limited Liability Company or the abbreviation SRL or Limited Partnership or its respective abbreviation SL.
  • Capital: the legal minimum is € 3,000 fully paid, with no maximum limit. Contributions can be made by cash (money) or in kind, such as equipment, machinery or any other property, being necessary to have a valuation of the property accepted by all the founder members.
  • Division of social capital into shares, whose transmission has certain legal limitations, always telling the other shareholders preemptive rights against third parties.
  •  Address: is the direction in which the company is located, and shall be in Spain. A change of registered office within the same municipality may be approved by the Administrator but for a transfer of district support is needed in Board of Partners.
  • Purpose: is the activity or activities to which the company will be dedicated. Usually it’s prepared a relatively wide of activities with other potential initially planned to avoid following administrative costs if the company expands its  activities.
  •  Setting Up: by memorandum and articles signed before a Notary and subsequently filed with the Commercial Registry. It will be necessary to detail the contributions made by each partner and the percentage of capital that corresponds.

If you have any further questions, please don’t hesitate to contact me.

David Lorenzo-Spanish Lawyer UK                                       
www.spanishpropertiesintheuk.co.uk 

 

 

THE PROPERTY PURCHASE CONTRACT IN SPANISH LAW III

September 16th, 2013

negociacion-6-thumbCONTRACT STAGE: CONSUMER PROTECTION AGAINST UNFAIR CLAUSES

By David Lorenzo-Spanish Lawyer UK

 

The contract itself is a source (or can be) for many problems, both for its content and the execution. We will combine the performance of the contract, to the problems arising after the execution, and in this section we will focus on the actual conflict emerged contractual clauses. In most cases, it will be contracts by general conditions, also called adhesion contracts.

It is necessary to buy the flat to a professional (real estate agency, developer or the builder). When you buy the flat, the contract may be negotiated between the parties, or it may be a “contract of adhesion”, also named of “general conditions”. In the latter case, the consumer’s real capacity to influence the content of the contract is negligible, since the contract is drafted and imposed by the professional, but consumers can discuss their terms (except any particular, such as the payment, or similar).

In adhesion contracts concluded with consumers, applies the content control to the general standard terms to avoid the existence of unfair terms.

They are unfair, as provided in art. 82.1. TRLCU, “all those stipulations not individually negotiated and all those practices did not expressly agreed that, contrary to the requirement of good faith cause, to the detriment of the consumer, a significant imbalance in the rights and obligations of the parties under the contract.

ABUSIVE CLAUSES REFERRED TO SECTION 89.3TRLCU (CONSUMER RIGHTS ACT):

The clause provided for in art. TRLCU 89.3 provides that in any case has considered abusive: “The consumer imposition of documentation and processing costs that relate to professional” .In particular, in the sale of homes:

a) The stipulation that the consumer has to bear the costs of preparing the certification that apply to the professional nature (new construction, condominiums, mortgages to finance their construction division and cancellation).

b) The provision requiring the consumer to be subrogated to the mortgage professional home or impose penalties in cases of non subrogation.

c) The provision imposing to the consumer tax payment in which the taxpayer is the professional.

d) The provision imposing  to the consumer the costs of establishing access to general supplies of housing, when it should be delivered in living conditions.

David Lorenzo-Spanish Lawyer UK