Commercial and Corporate Law

Legal advice for companies, shareholders, directors and professionals on corporate, contractual and commercial matters, business transactions and liability.

At EBAN Abogados, we provide advice on Commercial and Corporate Law, both in the ordinary course of business and when companies face disputes, restructuring, transactions or significant changes.

The legal life of a business does not end once the company has been incorporated. Over time, issues may arise involving shareholders, directors, contracts, financing, transfers of shares or interests, liability, restructuring or international expansion.

As a multidisciplinary law firm, we can approach these matters while also considering their tax, employment, civil, administrative and litigation implications.

Companies and Corporate Matters

We advise on the incorporation, operation, modification and reorganisation of companies.

Our work may include selecting an appropriate corporate structure, drafting or reviewing articles of association and shareholders’ agreements, capital increases and reductions, changes of directors, registered offices or corporate purposes, and other corporate transactions.

We also assist with the preparation of shareholders’ meetings, corporate resolutions and the documentation required for the ordinary operation of a company.

An appropriate corporate structure should reflect the reality of the business and the relationship between its shareholders rather than merely satisfy the formal requirements for incorporation.

Shareholder Relations

A significant number of corporate problems arise from the relationship between the shareholders themselves.

Disagreements may concern the management of the company, distribution of profits, entry or departure of shareholders, transfers of shares or interests, financing, access to information or strategic decisions.

We advise both on preventing these disputes and on their negotiation and resolution when they arise.

Shareholders’ agreements can be particularly useful for regulating certain situations in advance and reducing the risk of future deadlock.

Directors and Liability

Serving as a company director involves legal duties and potential liabilities that require careful consideration.

We advise directors and companies on duties of care and loyalty, conflicts of interest, corporate decision-making, documentation and potential liability.

We also act in matters involving directors’ liability towards the company, shareholders, creditors or third parties.

When a company experiences financial difficulties, it becomes particularly important to assess decisions taken by its directors and their possible subsequent consequences.

Commercial Contracts

Contracts are an essential part of business activity.

We provide assistance with the drafting, negotiation, review and interpretation of commercial contracts, as well as disputes arising from breach of contract.

Depending on the business activity, this may include distribution, agency, supply, services, commercial cooperation, sale and purchase agreements, business leases and other contractual relationships.

Before entering into a contract, it is important to consider not only its immediate terms but also termination mechanisms, liability, guarantees and potential financial consequences.

Corporate and Shareholder Disputes

When relationships within a company deteriorate, the dispute may directly affect the operation and value of the business.

We act in disputes involving challenges to corporate resolutions, shareholder rights, access to information, corporate deadlock, withdrawal or exclusion of shareholders and directors’ liability.

Whenever possible, we first consider whether a negotiated solution can prevent paralysis of the company or unnecessary destruction of business value.

Where an agreement cannot be reached, we represent clients in the corresponding court proceedings.

Business and Share Transactions

The acquisition or disposal of a business, the entry or departure of a shareholder and the transfer of shares or ownership interests require consideration of both the corporate transaction and its wider legal and economic consequences.

We assist with the preparation and review of transactions, negotiation of terms, warranties, allocation of liability for contingencies and contractual documentation.

More complex transactions may require a prior review of the company’s corporate, contractual, employment, tax and asset position.

The objective is to establish clearly what is being transferred, on what terms and which risks are being assumed by each party.

Restructuring, Dissolution and Liquidation

Businesses may need to modify their corporate structure for economic, organisational or commercial reasons.

We provide advice on corporate reorganisations, structural changes and transactions designed to adapt a company to new circumstances.

Where the continuation of the business is no longer viable, or the shareholders decide to bring the company’s activity to an end, we also advise on dissolution and liquidation.

In situations involving financial difficulties, it may also be necessary to consider the position of directors, creditors and shareholders and the possible application of restructuring or insolvency mechanisms.

Family Businesses

In family businesses, commercial and personal relationships frequently overlap.

The incorporation of new generations, transfers of ownership interests, allocation of responsibilities, succession in management and disputes between family members may directly affect the continuity of the business.

Our multidisciplinary approach allows us to coordinate corporate issues with the civil, succession and tax implications that frequently arise in family-owned businesses.

Where appropriate, corporate and contractual mechanisms can be established in advance to organise family and business relationships and reduce the risk of future disputes.

Foreign Companies and International Investment in Spain

We assist foreign companies, entrepreneurs and professionals wishing to establish or develop business activities in Spain, as well as Spanish companies involved in international operations.

Establishing a business in Spain may require decisions concerning corporate structure, representation, contracts, taxation, employment relationships, administrative authorisations or the acquisition of assets.

In international projects, it is particularly useful to consider the different legal areas in a coordinated manner from the outset, rather than addressing each decision in isolation.

Business and Companies in the United States

EBAN Abogados also provides legal advice and coordination for business projects involving Spain and the United States.

We can assist with matters relating to company formation, choice of business structure, EIN applications, tax coordination and communication with U.S. professionals.

Where a particular matter requires the involvement of a U.S. attorney, tax professional, registered agent or other specialist, we can coordinate their participation as part of the project.

More information about U.S. Immigration and Business →

Ongoing Legal Advice for Businesses

Many businesses do not require legal advice only for isolated transactions.

In the ordinary course of business, questions arise involving contracts, employment, corporate governance, claims, dealings with public authorities, taxation and disputes that may require a prompt legal response.

As a multidisciplinary law firm, EBAN Abogados can act as an ongoing legal point of reference for a business, coordinating different practice areas where an issue does not fall exclusively within Commercial Law.

This approach allows us to understand the structure and operation of the business in advance and provide more efficient advice when a problem or new project arises.

Commercial and Corporate Lawyers in Spain

At EBAN Abogados, we advise companies, entrepreneurs, professionals, shareholders and directors on commercial and corporate matters.

Our work includes both preventive advice and the structuring of transactions, as well as negotiation of disputes and, where necessary, representation in court proceedings.

Initial consultations are free of charge. Before undertaking professional work, we assess the circumstances, the available alternatives and the legal work we consider necessary.

A business rarely faces exclusively commercial problems. Corporate decisions often have tax, employment, property, regulatory and litigation consequences.

EBAN Abogados
Commercial Law · Corporate Law · Companies · Contracts · Business Legal Advice