Company and Comercial Law

Company and commercial law concerns all legal and financial matters related to business owners, whether natural or juristic persons, their activity and organisation and other instrumental means.

The business world has undergone significant changes in recent years, as a result of information technology and the ease of trading and providing services in different countries.

Currently, with companies trading across borders, commercial law is made more complex by the need to deal with the regulations of other countries. In this period of change, new business models and new regulations are also emerging which affect different branches of the law related to companies and businesses.

VMG is aware that the success of your business also depends on receiving high-quality, up-to-date and comprehensive advice, which offers a legal or financial response to whatever situation you may be in and, in particular, those set out below.

ENTREPRENEURS: SET UP YOUR COMPANY

Companies are one of the main drivers of the modern economy. Business owners are entrepreneurs who risk their capital for the sake of a business and job, as well as wealth creators.

VMG will guide entrepreneurs in all legal aspects related to the formation of their businesses. We are committed to bringing our experience, judgement and creativity to help our clients achieve their business goals in a practical and cost effective manner.

VMG can advise you on setting up, structuring and organising your company, as well as on obtaining financial benefit from your commercial operations, providing, among others, the following services:

  • Company formation. Legal advice on your strategic plan and the start-up process.
  • Risk assessment and risk management. Multidisciplinary preventative advice.
  • Agreement negotiation. Drafting business contracts.
  • Confidentiality and invention assignment agreements.

Fixed fee start-up packages are available upon request.

COMPANIES

At present, companies are the principal economic operators. In light of that fact, VMG offers advice to the different types of companies which exist in our country, both in relation to their constitution, managing and internal organisation and to the regulatory compliance of their actions.

VMG also offers clients the option of on-going advice, ensuring that their queries are dealt with immediacy and that their company complies with its legal obligations. Our aim is to facilitate your daily commercial transactions and operations, in order to optimise the running of the company and, lastly, to avoid any possible liability on the part of its directors and members.

At VMG we provide the following legal services in this area:

  • Advice on the business entity and its constitution. Shareholder and partnership agreements. Articles of association. Foundational agreements. Legal requirements.
  • Preparation of internal corporate policies (insider trading policy, code of ethics, code of corporate governance).
  • Organisational structure. Activity management. Board of directors. Members’ duties and liabilities.
  • Shareholders’ rights.
  • Company meetings. Minutes of meetings. Official records of and challenges to company agreements.
  • Company financial statements, directors’ report and allocation of the year’s income.
  • Company restructuring, capital increases and reductions, transformation, merger, spin-off, dissolution of the company and, in general, any amendment of the articles of association.
  • Tax advice relating to business activity.
  • Ongoing corporate legal advisory service, day-to-day (in-house lawyer).
  • Corporate liability.

COMMERCIAL CONTRACTS

Contracts are one of the most significant aspects of business activity: daily business life constantly involves entering into legally enforceable agreements, whether written or oral, for diverse purposes.

Legal advice in this field is indispensable if you wish to avoid disputes regarding the interpretation and consequences of a contract.

VMG can assist you with all kinds of commercial contracts, from the negotiation, preparation and drafting phase, up to their performance. These include but are not limited to the following contracts:

  • Transfer of assets (sale, supply and distribution agreements).
  • Services agreements.
  • Intellectual property agreements.
  • Business transfer.
  • Franchise agreements.
  • Management contracts: commission, agency and brokerage agreements.
  • Deposit agreements.
  • Work contracts.
  • Transport contracts.
  • Tourism contracts.
  • Advertising contracts. Sponsorship agreements.
  • Financing agreements. Business loans. Commercial current accounts. Factoring. Leasing.
  • Warranty agreements.
  • Banking contracts.
  • Insurance contracts.

INDUSTRIAL PROPERTY, E-COMMERCE, ADVERTISING AND DATA PROTECTION

Industrial property: trademarks and patents

Trademarks identify and distinguish the products and services offered and are associated with their content. Patents, on the other hand, confer exclusive rights on the creator of a new product or technology. Trademarks and patents therefore have a very significant financial value.

VMG provides advice to protect them in the most appropriate manner in any country worldwide and deals with all the formalities involved with registering, defending and claiming them. Our services in this area include:

  • Brand and trade name registration.
  • Invention and industrial design protection.
  • Registration, protection and management of trademarks and patents, both nationally and internationally.
  • Legal proceedings for trademark infringement.
  • Monitoring and maintenance of trademarks and patents.
  • Trademark assignments, mergers and name changes.

E-commerce, advertising and data protection.

The Internet has become a mainstay of commercial strategy for every company, offering new business opportunities.

In relation to e-commerce, IT contracts and data protection, our firm offers the following areas of practice:

  • Advising ICT companies
  • ICT service contracts (hosting, community manager, IP licences and others).
  • Advice on: e-mail, mobile and social-media marketing activities; content management; on-line payment systems regulatory compliance. E-commerce legal advice. Prize draw compliance and management.
  • Website legal compliance (cookies policy, terms and conditions and privacy policies). Information notices and consent forms.
  • Domain names: registration and protection.
  • Privacy and data protection. Compliance audits. Agreements andclauses. Advice on the creation and commercial use of databases. Notification to data protection authorities. Data protection authority disputes.

And as regards advertising:

  • Advertising contracts. Sponsorship contracts.
  • Personality merchandising agreements.
  • Legal advice on advertising and marketing campaigns.
  • Legal proceedings for unfair competition, misleading advertising and unlawful conducts.

EMPLOYMENT AND TAX ADVICE

Employment advice.

VMG offers advice to companies on employment relationships (employment regulations, collective agreements, employment contracts) and on preventing occupational risks.

VMG prepares the documents and provides documentary assistance in the event of workplace inspections and, were applicable, conciliation through the Spanish conciliation service (Servicio de Mediación, Arbitraje y Conciliación: SMAC).

In addition, VMG provides companies with ongoing assistance and monitoring relating to all employment matters.

In this area, the following services are worth emphasising:

  • Advice on employment and social security laws.
  • Representation and negotiation in employment disputes.
  • Representation and assistance in relation to workplace inspections and territorial services. Risk prevention and safety measures regulations.
  • Representation before the Spanish conciliation services, courts and other public institutions.
  • Dismissals, restructuring and business reorganisations.

Tax advice.

VMG provides comprehensive advice on tax matters: on structuring and planning your company, on submitting tax returns and on managing both domestic and international risk, among others.

Our services in this area include:

  • Choosing the appropriate legal form when setting up companies.
  • Submitting and handling documents and queries involving the tax authority.
  • Legal assistance, representation and defence.
  • Tax consultancy services.
  • Administrative appeals and tax inspections.

COMPANY CRISIS

Company crisis require an immediate and emphatic response from the company, as it may lead to a loss of confidence on the part of its workers, commercial uncertainty for its clients and even, in many cases, media interference.

Given that most companies do not have a crisis plan and that there is no single solution applicable to all companies, we advise you on drawing up your own action protocol, suitable for and adapted to the particular circumstances of your company, in order to keep it afloat and/or mitigate the consequences of liquidation and dissolution, should the case arise.

In particular, VMG assists you with:

  • Preventative legal advice and applying strategic analysis.
  • Declaration of bankruptcy (submission, handling and monitoring up to conclusion).
  • Redundancy schemes.
  • Analysis of the consequences of the company crisis in relation to the termination of commercial contracts.
  • Liquidation and dissolution of companies.