FAQ

Corporate Agreements

Can ESTUDI JURIDIC handle our company's contracts with clients, suppliers and associates?

We draw up, review, negotiate and defend all types of business agreements, e.g. agency, distribution, sale and purchase, cooperation and joint ventures, among others.

See examples:

  • Our supplier presented us with a contract which, apparently, seemed to be a great business opportunity. It was a good thing we sought the advice of ESTUDI JURIDIC before making a decision. The contract would have left us high and dry.
  • We wanted to distribute our product throughout Spain. ESTUDI JURIDIC drew up the contract and negotiated the conditions with each distributor. All issues arising during the negotiations were duly provided for and regulated, thereby avoiding any potential conflict among the parties concerned.

Litigation

Can you defend my company's interests in Court?

In the day-to-day business of a company, conflicts arise with suppliers, clients, distributors… which cannot always be settled in a friendly manner. ESTUDI JURIDIC will act on your behalf, firstly in trying to reach an agreement, and if this in not possible, in defending your interests in Court or arbitration proceedings.

See examples:

  • There was no way we could collect payment on some bills owed by one of our clients and they also refused to reach an agreement with our lawyers. We managed to collect every last cent, thanks to the fact that ESTUDI JURIDIC sued the company and its director, as they had closed the business down without following the legal proceedings.
  • Our bank offered us a product that appeared to be very good but turned out to be abusive, on top of which they wanted to charge us an exorbitant fee to cancel the contract. As the bank took no notice of our complaints, we sought the advice of ESTUDI JURIDIC, who managed to convince the Court to cancel the contract and open an enquiry at the Bank of Spain against the bank in question.
  • As minority members of a large company, we were about to lose a great deal of money in a transaction approved by shareholders agreement. ESTUDI JURIDIC filed a motion with the Court challenging the agreement. Our lawyers managed to have the agreement stopped and ultimately voided by the court.

Corporate Operations and Restructuring

I wish to withdraw as a member of the company to invest in another company. What must I do? How can I optimize my business structure? Should I carry out a merger, a split-off, create a holding company…?

We handle all types of corporate operations, such as capital increases, mergers, split-offs, agreements between shareholders, and the withdrawal and entry of shareholders.

See examples:

  • To develop our business project it was essential to obtain a venture capital partner. We found the ideal candidate, and ESTUDI JURIDIC drew up our partnership agreement, making due provision for any contingencies which might arise.
  • After studying our business group, ESTUDI JURIDIC advised us to merge our activities into a single company. This has enabled us to simplify management, avoid duplication of work and rationalize our operating costs, all of which proved to be very necessary in ensuring the viability of our business.
  • Once we finished our University studies, several colleagues and I set up an engineering company. After some years of hard work, one of the partners wished to leave. What we thought would be a problem which might endanger our friendship, ended up being an easy, simple procedure. ESTUDIC JURIDIC handled everything, and much sooner than we expected we were signing the documents in the Notary’s office and going out to lunch together to celebrate.
  • Having our lawyer present at board meetings is extremely useful. They not only advise us when doubts arise during a meeting, but also deal with the formalities for calling meetings, write up the minutes and even prepare public records if necessary. Appointing them as Secretary to the Board was undoubtedly a good decision.

Bankruptcy

I cannot pay my short-term debts. What can I do? What if one of my clients is in bankruptcy?

If your company has financial difficulties and cannot meet its immediate payments, we advise that you either reach an agreement with your creditors, before or during the insolvency proceedings, or wind up the company in an orderly manner.  We can also advise you if your company is owed money by an insolvent company or private individual.

See examples:

  • When the company began to have more unpaid debts than normal, we quickly sought the advice of ESTUDI JURIDIC. Their guidance enabled us to prepare an insolvency strategy from beginning to end and come to an arrangement with our creditors so that we, as directors, were freed of any personal liability.
  • Our principal client filed for insolvency, leaving a large bill unpaid. Our lawyers studied the movements of the insolvent company in depth and discovered that its assets had been sold at bargain price. They managed to have the sales declared void and the assets returned to the company, so that we, as creditors in the insolvency proceedings, were able to be paid.

Tax Procedures

Can you appeal against Tax Administration resolutions?

We appeal against any kind of decisions given by Tax Administrations (including assessments and penalties) and other public bodies, both in and out of court.

See examples:

  • We had a tax audit which ended in an assessment and a penalty representing considerable sums of money. ESTUDI JURIDIC advised us and submitted all the relevant appeals and claims. It was a good thing they took care of everything; because the tax authorities were intending to seize our company’s accounts… luckily for us, our lawyers stopped them in time!!

Family – Owned Companies and Inheritance Planning

How can I transfer my company to my children without being hammered by taxes? How can I prevent future conflict between my successors?

We assist family-owned companies in planning the transfer of the business to future generations without incurring a high tax burden. We draw up family protocols to prevent future conflict between the family members taking over the business.

See examples:

  • Although dad is in perfect health, he’s getting on in years … so we decided to plan the succession of our family business. ESTUDI JURIDIC drew up an action plan which we put into practice. This has brought us peace of mind, as when dad is no longer with us, inheritance tax will not be a nightmare, as we can claim the tax relief available on the transfer of a family-owed company.
  • I’ve got friends who had to pay a fortune in taxes to inherit their parents’ assets. To avoid the same thing happening to me, I turned to ESTUDI JURIDIC for advice. They provided me with an optimum tax solution, which at the same time guaranteed that my parents can enjoy their assets while they are alive.
  • My grandfather founded a company in which I and other grandchildren from several different families are the current members. We are what is known as a family-owned company.  ESTUDI JURIDIC advised us on the problems that can arise if everything is not properly planned in time. They helped us to foresee family and business crisis situations which may occur in the future and have solutions ready. This was all put down in writing in a family protocol. We now enjoy peace of mind because we know that whatever happens, all possible contingencies are provided for and conflict will be avoided.

International

What is the procedure for setting up a Spanish subsidiary or branch of a foreign company? Can ESTUDI JURIDIC handle my company's contracts, represent the company in any dealings with the Spanish authorities and resolve any potential conflicts which may arise between our respective laws?

We advise foreign companies seeking legal guidance on doing business in Spain. Your company may wish to set up a subsidiary or branch in Spain, negotiate a contract with a Spanish company or claim payment from a debtor, even if the debtor is in bankruptcy. The lawyers of ESTUDIC JURIDIC have experience in communicating with clients in foreign languages, and the firm has been a member of LAWPACT International network since 2004.

See examples:

  • We are a German company and sought to set up a business entity in Spain. In our case, we were advised to begin with a representative office. Once the business was consolidated, ESTUDI JURIDIC assisted us in incorporating a limited company, and now provides us with all the services we require in matters related to employment, dealing with the public administration, accounting and tax requirements, and management issues in general. This leaves our staff free to focus entirely on introducing and promoting our products in the Spanish market.
  • We had problems with the Italian multinational company for which we act as agents. Their intention was to terminate our agency agreement without awarding us compensation.  Thanks to ESTUDI JURIDIC and its Italian partner in the international network which they belong to, we received fair compensation.
  • A Spanish company owed us several invoices on which our London office had unsuccessfully tried to collect payment. Our lawyers contacted ESTUDI JURIDIC through their international network and the invoices were settled in full.
  • All the contracts which my firm negotiates with foreign companies are carefully reviewed by ESTUDI JURIDIC before we sign them.

Intellectual Property

How can I protect my brand? Can I illustrate my web with any image whatsoever taken from the Internet?

We identify your intangible assets (brands, designs, original creations, etc.), the uses your company makes of the creations of third parties and advise you on their protection (registration, claims, legal procedures) and exploitation (contracts, licences, recommendations). We also work in the digital environment  (Internet implementation, etc).

See the following examples:

  • “Over the years we have built up a great brand which brings together all of our  reputation and know how; with the licensing contracts they drew up for us, we have ensured that our licensees and distributors fully respect this asset and help to reinforce it, whilst also ensuring ways of being able to react to any damage to the brand.”
  • “We set up a business in the creative sector: without her collaboration we wouldn’t have known best how to structure the protection of the rights we invested in and on whose exploitation our results depended.”
  • “Our web complies with all the legal requirements and with consumer protection. Without correct legal advice we could have been fined millions of euros.”

Civil Procedure and Civil Law

What should I do if I have bought a new build flat and now that I’m living there construction defects have started appearing? I’ve rented a flat and there is damp in the ceiling in one of the bedrooms. Can I stop paying the rent until the landlord fixes it?

We handle dispute resolution for any matter relating to the civilian life of people or companies (rents, inheritance problems, construction defects, contract breaches, liability, matrimonial, etc.) first trying to reach an agreement and then starting court proceedings if there is no chance of doing so. We manage the whole civil procedure, from the bringing of the claim to obtaining the final judgement (including any appeals that might be made).

See the following examples:

  • “A claim was filed against us as promotors for not finalising the agreed sale of a flat when it was the buyer himself who refused to complete the sale. Gathering the evidence that the lawyer told us and filing certain injunctions at the time she indicated, enabled us to demonstrate the buyer’s fault in the legal proceedings that he had started against us. Thanks to this, we obtained a favourable judgement in both first and second instance, and, what’s more, recovered our legal costs.”
  • “On my adopted son’s documentation from his country of origin, his age is incorrectly recorded, with all the negative consequences that registering him at the Register office with this age would entail for his life. The rectification involved initiating legal civil proceedings to certify his correct age. All very complicated for me, but easily rectified once put in the hands of the professionals.”