Category: Uncategorized

Your branch office in Spain

Your branch office in Spain

A branch office in Spain is set up through the granting of a notarial deed and its inscription in the Spanish mercantile registry (for example in Madrid). The European Union has enacted legislation with respect to the setting up of a branch in order to make it easier for companies to expand and to have a presence in another member state. Spain has transposed that legislation in the Reglamento del Registro Mercantil in which one can find the Spanish requisites.

Right of Establishment

The setting up of branches is part of the right of establishment which is one of the key freedoms under the Treaty on the Functioning of the European Union: “restrictions on the freedom of establishment of nationals of a Member State in the territory of another Member State shall be prohibited. Such prohibition shall also apply to restrictions on the setting-up of agencies, branches or subsidiaries by nationals of any Member State established in the territory of any Member State.”

Legislation makes a difference between companies from (European Union) member states and companies that come from third countries that incorporate/ register a branch. The difference is reflected in different requisites for registration. Continue reading “Your branch office in Spain”

Not even an email to ask consent…

Not even an email to ask consent…

GDPR Email Tsunami

The wave of emails we have seen just before and after the coming into force of GDPR was exaggerated and not necessary. Consent for email marketing is already a requirement under European e-privacy law, which allows this type of marketing on an opt-out basis for existing customers.

ePrivacy Directive

Nowadays everybody seems to talk about GDPR, but don´t forget this other directive:

Privacy and Electronic Communications Directive 2002 

In short: If you do not have explicit consent from the recipient, you may not even contact them to to ask for it.

Consent is central to the rules on direct marketing. Organisations will generally need an individual’s consent before they can send marketing texts, emails or faxes. If they cannot demonstrate that they had valid consent, they may be subject to enforcement action.

To be valid, consent must be knowingly and freely given, clear and specific.

Organisations should keep clear records of what an individual has consented to, and when and how this consent was obtained, so that they can demonstrate compliance in the event of a complaint.

Do contact us if you´d like more information.

GDPR – 2 days left

GDPR – 2 days left

Although multiple EU Member States are apparently not ready to enforce the GDPR. There are 2 days left though…

Therefore many watchdogs lack powers because their governments have yet to update their laws to include the Europe-wide rules, a process that could take several months after GDPR takes effect on May 25.

If you have any doubts on whether GDPR could apply to your company and if your watch dog could enforce it, contact us to find out.

Update on Catalonia: More than 1,400 companies changed corporate seats. Car maker SEAT might follow suit

Update on Catalonia: More than 1,400 companies changed corporate seats. Car maker SEAT might follow suit

In the last couple of weeks more than 1,400 companies have changed their corporate addresses, leaving Catalonia and registered somewhere else (in Spain). The main driver behind these moves is the fear of future (legal and political) instability that the independence crisis might bring and already brought about.

Although economic consequences are not to be immediately expected, the reputational damage for the Catalan independence movement is considerable. Mainly because  during its independence campaign it apparently grossly underestimated the current scenario and now when this exit is in full swing, it does not have an appropriate reaction or explanation to counter it.

If you would like to discuss what the consequences for you or your customers might be in Catalonia, please do contact us for reasoned feedback on your situation.

International contracting is often complicated: let logic prevail

International contracting is often complicated: let logic prevail

International contracting is often complicated by the fact that one of the parties, or sometimes both parties want to incorporate by all means standard conditions that might not at all be relevant.

Almost always parties lose out of sight the balance between the value of the contract, the effort to get something on paper and its effectiveness afterwards. When you make a contract, of course it needs some standard ingredients that will apply to almost all situations, but a lot is also common sense and lawyers are not always necessary. Sometimes they even complicate the matter. At B.A.S. we have been on both sides of the spectrum, that of client and provider. We understand what is important for both of them, but are able to simplify matters in order to progress the matter.

Contact us if you would like us to review your international contracts and you would like to hear our ideas. We have vast experience in commercial contracting matters. Whether it concerns distribution, agency, collaboration, IP agreements, we have helped with all of them. When it comes to American companies, we have more than 15 years of experience in helping them establishing in Europe.

Independence, (legal) insecurity: Oryzon Genomics to leave Catalonia and move corporate HQ to Madrid

Independence, (legal) insecurity: Oryzon Genomics to leave Catalonia and move corporate HQ to Madrid

On the 3rd of October 2017 Oryzon announced it would relocate its management and administrative staff to Madrid (Statement). The reasons given are the optimisation of its operations and relations with investors. Although it does not mention the recent occurrences as a reason for the move, it does come straight after the referendum and the confirmation that Catalonia will, unilaterally, pronounce its independence from Spain. If you would like to discuss if such a move would help your company or if you want us to execute, document such a move, we would be glad to assist.

Update: Oryzon stock leaps 27% on the Spanish stock market because of its move to Madrid.

Catalan independence – the uncertainty is the most worrying for companies

Catalan independence – the uncertainty is the most worrying for companies

Time to move company address? The route Catalonia is about to take will lead to further uncertainty in the coming years. will Spain let this occur, if not what can it do? Will the European Union let Catalonia in whilst Spain has a veto? There are many, many questions unanswered and lots of possible scenarios for the future of Catalonia (and Spain). Uncertainty is bad for business in general. If you want more certainty you could move your registered company address to another city in Spain where you at least have the certainty that you will remain in Spain for the coming years. Let us know if you need some help on this topic.

The added value of understanding multiple languages with legal services

The added value of understanding multiple languages with legal services

The fact that our lawyers understand various languages has shown once again its value in a transaction where Flemish and Spanish lawyers were seeking for a efficient solution. The mere fact that their correspondence had to be translated every time, brought much delay into the case and took out the momentum. B.A.S. is able to work in both languages and brought the case back on track quickly as bridged the language gap between the parties and facilitated as such an efficient, satisfactory solution. The languages that the firms works in are: English, Spanish, German, Dutch, French and Portuguese. Contact us for further inquiries.

In need of a Spanish or international contract?

In need of a Spanish or international contract?

A wide variety of contracts, including franchising, distribution, agency, lease, sale, employment, executive, free lance, real estate, rental, shareholder and consultancy agreements have been drafted and reviewed by our lawyers over time.

 

B.A.S. adds value in your contractual stages as it quickly grasps your needs, understands perfectly your language and works efficiently to getting you a neat contract that will allow you to get the deal done quickly. Contact us for any kind of issue and lets discuss how we can help. Our lawyers will assist you with a quick, business and no nonsense approach.

“Independent” Catalonia – moving your company to Madrid or elsewhere.

“Independent” Catalonia – moving your company to Madrid or elsewhere.

Now that the Spanish Constitutional Court has prohibited the referendum of October 1st, 2017, many companies in Catalonia are planning to move elsewhere in Spain in order to prevent getting mixed up in legal limbo. That the Catalonian government is serious on breaking with Spain can easily be deducted from the actual question subject of the referendum: “Do you want Catalonia to become an independent state in the form of a republic?” The change of registered address of a company is nowadays a fairly straightforward process and can be executed through a Board of Directors decision. Contact us if you need advice on how to go about moving your company.

 

New (European) data protection legislation – GDPR

New (European) data protection legislation – GDPR

Do you have any doubts about the Spanish data protection regime and or the GDPR? Do you need your company to be compliant? We can help, we have experience in data protection for health care, insurance and other international industries.

Do contact us if you would like more information on the subject. Business Advice Spain is highly experienced in Data Protection matters. It has helped American companies for the last 15 years establish themselves in Europe.

Apostille service for foreigners in Spain

Apostille service for foreigners in Spain

B.A.S. introduces the Apostille service for foreigners Spain. If you need an apostille on your Spanish document, we will be happy to arrange it for you.

The Apostille

An apostille is placed on a document in order to certify the document´s validity. it therefor removes the need for double-certification, by the originating country and then by the receiving country. For example when a in a country a power of attorney is needed to be granted before a notary public. The apostille can help to certify that power was granted before a notary as required by the receiving country.

Countries

The Apostille Treaty was signed in 1961 and ratified by the following countries:

Examples

Sworn translations can be apostilled or government documents like “good behaviour” statements or extracts from (company or property) registries. The convention itself mentions these:

  • court documents;
  • administrative documents (e.g. civil status documents);
  • notarial acts;
  • official certificates which are placed on documents signed by persons in their private capacity, such as official certificates recording the registration of a document or the fact that it was in existence on a certain date and official and notarial authentications of signatures.

Normally the document should be sent to the issuing authorities (for example for notaries). Those will look who issued the document, check its validity and attach or stamp the apostille on to the document. Generally apostilles are issued immediately or in a couple of days. There might also be quicker procedures for which a (higher) fee is paid.

The mechanism is really very useful and eliminates lengthy procedures of legalization by issuing and receiving countries.

Contact

Do contact us in writing or call 0034 610 739 364 if you would like more information on the subject. Business Advice Spain is highly experienced in international corporate matters. It has helped many foreign companies and their employees for the last 15 years to establish in Europe.