Commercial and Corporate Law - Spain

We have been immersed in the corporate world for over fifty years, streamlining us to the point where our professionals currently provide highly-specialized knowledge in Madrid in our Corporate and Commercial Law Department.

Given our solid presence in Spain and Portugal, we are capable of taking on all legal aspects of the Iberian market, advising our clients jointly on Spanish and Portuguese Law on all of the Corporate and Commercial activities.

The Corporate and Commercial Law Department works alongside numerous other legal departments with BELZUZ ABOGADOS Spain, such as those involved in Litigation Law, Digital Law (TIC), Labour Law, Insurance LawTax Law  and Familiy Law. With this team of experts in various fields, our clients can count on their situations improving and that any question or problem will be resolved whilst taking into account all relevant aspects.

In the Corporate Law Department we advise both domestic and international businesses on transactions, internal disputes, and mergers and acquisitions (M&A). We work with companies from the moment of their formation until their dissolution and all of the intermediate processes, such as contesting business decisions, arbitrations, and directors' liability.

In the Commercial Law Department, we advise on all of the relevant areas of commercial practice. The department is composed of lawyers with comprehensive experience in diverse fields such as contract-drafting, negotiation, and investments. Our lawyers are well-acquainted with regulatory agencies (in Spain and the European Union) and, in equal measure, the interpretation and application of international commercial contracts.

Primary contact: Emilio Pérez Labrador (Partner and Director of the Corporate and Commercial Law Department at BELZUZ ABOGADOS SLP) 


 The following services are available within Comercial Law department

Consumers and Users
  • Advice on questions of product quality, labeling, and product presentation, including: nutritional claims, health properties, and required wordings.
  • Advice about all types of matters, including those concerning consumers and users and we advise in all types of retail operations from multinationals to local companies, composing and overseeing legal and commercial guarantees, rebates, bargain sales, product liquidations and promotions, exchanges, returns, withdrawals, sales services, customer service, pricing, and advertising.
  • Drafting of contracts and general and special conditions. Advocating for our clients in consumer arbitrations and in disciplinary procedures (labeling and composition of products, etc.).
  • Participation in legal proceedings relating to consumer complaints, product warranty liability, product liability, damages, etc.

 

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Intellectual and Industrial Property and Publicity
  • Advice about all types of matters, including those concerning inventions and trademarks. In particular, examining protection strategies, feasibility and use registration, and auditing rights. Also drafting legal reports on of invention patentability, patent infringements, the continued validity of rights, limited-use rights, technology transfers, patent assignment and licensing, know-how, confidentiality agreements, merchandising, and franchising.
  • Registration of rights and protection of intellectual creations (software, databases, audiovisual works, audio recordings, multimedia works, and graphic works).
  • Defense of inventions and trademarks before administrative agencies with both national and international registries (oppositions and appeals), as well as before police and customs investigations.
  • Advice concerning advertising materials, including protection strategies, auditing of relevant rights, drafting of advertising contracts, assignment of rights, and use of intellectual creations

 

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Data Protection

One of the biggest transformations brought about by technological innovations such as the Internet has been the capacity to store, access and exploit information, the best-known example of which is personal data.

Guaranteeing and protecting individuals’ fundamental rights, honour and privacy require the specific advice we offer our customers, both with regard to companies’ compliance with legal requirements, and protecting the rights of the holders of those rights. Our advice covers, amongst other things:

Corporate compliance

  • Companies’ compliance with the legal requirements concerning the protection of personal data.
  • Drafting privacy policies and procedures for protecting personal data.
  • Ensuring security measures are adequate.
  • Management and resolution of the exercise of the rights of access, rectification, erasure (right to be forgotten), objection, restriction of processing and right to data portability.
  • Design and adaptation of reporting channels.

Audits

  • Biannual statutory audits and the auditing of security measures.
  • Preparation of the Security Document and adaption of Security measures to comply with legal obligations.
  • “Website auditing” (analysing content relating to image rights, privacy, honour, privacy policies, cookies) of the different areas of the website, sections, social networks, blogs, forums and links to other sites.

Legal texts, agreements

  • Drafting agreements governing confidentiality and the processing of personal data.
  • Data Processor and subprocessor agreements (access to data on behalf of third parties), assignment of databases.
  • Drafting texts for compliance with information obligations, obtaining consent.
  • Special clauses for “cloud computing”.
  • Special clauses for obtaining consent for receiving advertising via electronic media.
  • Obtaining consent for specially protected data.

International data transfers

  • Agreements with standard EU clauses and specific clauses.
  • “Binding Corporate Rules” for international transfers of data.

Administrative and court proceedings

  • Planning, determination of the structure and registration of files with the Spanish Data Protection Agency. Erasure of files.
  • Assistance with informative, protection of rights and disciplinary proceedings.
  • Obtaining authorisation for international transfers of data and other authorisations and communications.
  • Procedure for obtaining exemption from the duty to inform.
  • Appeals for judicial reviews to the Spanish High Court in relation to the protection of personal data.

Other

  • Exercising the rights of access, rectification, erasure (right to be forgotten), objection, restriction of processing and right to data portability.
  • Exercising the latter rights in relation to files concerning financial solvency, advertising and commercial research.
  • Exclusion files for the sending commercial communications.

Adaptation to the EU General Data Protection Regulation 2016/679

  • Advice on adaptation / modification of the Security Document or Processing Registry.
  • Adaptation of consent requirement and renewal of the tacit consents previously obtained, as well as the adaptation of the information on the data processing to be carried out.
  • Adaptation of clauses in contracts related to data protection and any other of civil or commercial nature, reports, legal notices in emails.
  • Adaptation of Legal Notice, Privacy Policy, Terms of Use and Cookies Policy for web pages.
  • Modification of the old ARCO Rights, including the right of erasure (right to be forgotten), restriction of processing and right to data portability.
  • Continuous training for employees regarding the regulation of Personal Data Protection.
  • Internal implementation of the Data Protection Officer position as well as the possibility of outsourcing their work with attendance as external advisors in the Legal Advisory / Compliance Committees.

 

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Money Laundering

An integral service is offered to help the liable subjects by Law 10/2010 of Anti-Money Laundering and Counter Financing of Terrorism and by RD 304/2014 that develops the previous Law. In this sense, BELZUZ Abogados counts on a professional team to carry out the following tasks:

  • Expert reviews
  • Advice on the implementation of Handbooks for Anti Money Laundering Measures
  • Know Your Customer Models (KYC). Formal identification, identification of the real owner, purpose of the business relationship, monitoring of the business relationship
  • Conducting Due Diligence processes to clients, suppliers and third parties
  • Management of risk profiles (PEP's) and suspicious transactions
  • Training
  • Internal Audits and External Reports

Likewise, we advise before the opening of any administrative file by the SEPBLAC, for the commission of any offense as well as before the imminence of any SEPBLAC screening to the corresponding company.

 

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Competition Law/Anti-Trust Law
  • Implementation the competition law regulations.
  • Guidance of mergers through the regulatory anti-trust committees.
  • Assisting clients with claims of subsidies or state-aid issues.
  • We maintain relations with the Public Administration and with EU institutions.
  • Amelioration of administrative sanctions.
  • Provision of legal assistance as well as a defense of the rights and interests of parties in proceedings before the National Commission on Financial Markets and Competition (CMNC) and their local counterparts. Also assistance with proceedings before the European Commission and the Court of Justice of the European Union.

 

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Contract Drafting
  • Negotiation and Advice on all types of civil and commercial, national and international contracts, including purchases, sales, turnkey transactions, long-term supply contracts, franchising, distribution, and technical assistance. Well-versed knowledge of INCOTERMS, comfort letters, and all kinds of warranties and documentation used in national and international commerce and trade.
  • In the realm of civil contracts, advice concerning the formation and advocacy of credit and the provision of guaranties, mortgages, contracts of sureties and endorsements.
  • In the realm of real estate contracts, advice concerning on the purchase and sale of real estate, technical assistance, project execution, project leasing, mediations, management and administration of assets, and the financing and trading of securities.
  • As concerns construction norms, advice concerning on technical and legal requisites for construction, and decennial liability of the parties involved in the building process. Assistance with communal living laws (propiedad horizontal), concerning the constitution of owners' communities, agreements, statutes and bylaws of the community.
  • Provision of services within the realm of private real estate development, including real estate development contracts, buying and selling of buildings, malls, business parks, and leisure parks.
  • Handling the effects of performance, resolution, and non-fulfillment of all kinds of contracts.

 

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Foreign Investments
  • Provision of multidisciplinary advice, document drafting, processing of foreign investments in Spain, as well as, Spanish investments in foreign environments, and representation before the appropriate administrative authorities concerning procedures and record requests.
  • Possession of vast experience as regards investment in Portugal, due to our presence in that market for more than 15 years. Joint collaboration with our offices in Lisbon and Oporto, allow us to offer our clients detailed knowledge and understanding as the Iberian market is concerned.
  • Membership in the International Bar Association, of which we are co-founders, as well as the Chamber of Luso-Spanish Commerce and Industry (Câmara de Comércio e Indústria Luso-Espanhola), of the Portuguese-Hispanic Chamber (Cámara Hispano-Portuguesa), of the International Association of Defense Counsel, and of the Global Insurance Lawyers Group.

 

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Corporate compliance

We have an expert team, highly qualified and with a long trajectory implementing Compliance Management Systems.

Among the services offered stands out the implementation of High Level Compliance Structures. They are integrated into existing processes in the organization interfering as little as possible in the daily business activity.

A high level structure of Compliance covers different areas that are not mutually exclusive: the implementation of corporate crime prevention management systems, the implementation of anti-corruption management systems, the implementation of personal data protection management systems , the implementation of anti-money laundering management systems, the implementation of Good Governance and Corporate Social Responsibility management systems, the implementation of Information Security Management Systems.

1. Corporate crime prevention management systems

They are based on a specific methodology that helps the company to create a culture of regulatory compliance within its core. The same is carried out in the following way:

  • Knowledge of the business and corporate environment.
  • Knowledge of the regulatory environment and regulation that affects the company
  • Risk Assessment
  • Establishment of Controls.
  • Due Diligence processes
  • Oversight and Evaluation

This methodology strictly follows the procedures of the UNE 19601: 2017 regulation of Criminal Compliance Management and the Report of the Prosecutor's Office 1/2016, which adapts to the needs of the company in terms of the crime casuistry included in the Spanish Criminal Code. Among the advantages of implementing these types of systems we must highlight: the exemption or mitigation of criminal liability; business continuity; the creation of internal economies; the internal and external diffusion of a positive business ethic; the need in order to see your business grow as it is becoming more common in commercial traffic that operators demand between themselves the implementation of this type of systems to be able to establish business relationships; the need to hire civil liability insurance, the need to be able to tender with the Public Administration.

This service that BELZUZ Abogados offers tries to create a culture of compliance within the company. We advise on the creation and dissemination of Ethical Codes, Policies and Procedures, Due Diligence Processes to third parties with which the company relates (suppliers, customers, ...), establishment of training courses and establishment of whistleblower channels. Similarly, it relies on the creation of a repository of digital evidence as well as the development of internal investigation processes related to the commission of any administrative offense or crime.

2. Anti-Bribery Management Systems

They are based on a specific methodology again that helps the company to create a culture of regulatory compliance within its core. The same is carried out in the following way:

  • Establishment of Policies and Procedures
  • Establishment of Internal Controls
  • Training for managers, employees and third parties
  • Risk Assessment according to:
    1. Commercial operations and their cost
    2. Project complexity
    3. The geographical location of the project
    4. The last potential beneficiaries
  • Due Diligence processes to third parties
  • Oversight and Evaluation

Likewise the corporate crime prevention management systems, this methodology strictly follows the procedures of the ISO 37001: 2016 Anti-bribery Management Systems standard. BELZUZ Abogados advises on the implementation of this management system to ensure best practices within the companies for the prevention, detection and reaction to bribery.

3. Personal Data Protection Management Systems

One of the biggest transformations brought about by technological innovations such as the Internet has been the capacity to store, access and exploit information, the best-known example of which is personal data.

Guaranteeing and protecting individuals’ fundamental rights, honour and privacy require the specific advice we offer our customers, both with regard to companies’ compliance with legal requirements, and protecting the rights of the holders of those rights. Our advice covers, amongst other things:

Corporate compliance

  • Companies’ compliance with the legal requirements concerning the protection of personal data.
  • Drafting privacy policies and procedures for protecting personal data.
  • Ensuring security measures are adequate.
  • Management and resolution of the exercise of the rights of access, rectification, erasure (right to be forgotten), objection, restriction of processing and right to data portability.
  • Design and adaptation of reporting channels.

Audits

  • Biannual statutory audits and the auditing of security measures.
  • Preparation of the Security Document and adaption of Security measures to comply with legal obligations.
  • “Website auditing” (analysing content relating to image rights, privacy, honour, privacy policies, cookies) of the different areas of the website, sections, social networks, blogs, forums and links to other sites.

Legal texts, agreements

  • Drafting agreements governing confidentiality and the processing of personal data.
  • Data Processor and subprocessor agreements (access to data on behalf of third parties), assignment of databases.
  • Drafting texts for compliance with information obligations, obtaining consent.
  • Special clauses for “cloud computing”.
  • Special clauses for obtaining consent for receiving advertising via electronic media.
  • Obtaining consent for specially protected data.

International data transfers

  • Agreements with standard EU clauses and specific clauses.
  • “Binding Corporate Rules” for international transfers of data.

Administrative and court proceedings

  • Planning, determination of the structure and registration of files with the Spanish Data Protection Agency. Erasure of files.
  • Assistance with informative, protection of rights and disciplinary proceedings.
  • Obtaining authorisation for international transfers of data and other authorisations and communications.
  • Procedure for obtaining exemption from the duty to inform.
  • Appeals for judicial reviews to the Spanish High Court in relation to the protection of personal data.

Other

  • Exercising the rights of access, rectification, erasure (right to be forgotten), objection, restriction of processing and right to data portability.
  • Exercising the latter rights in relation to files concerning financial solvency, advertising and commercial research.
  • Exclusion files for the sending commercial communications.

Adaptation to the EU General Data Protection Regulation 2016/679

  • Advice on adaptation / modification of the Security Document or Processing Registry.
  • Adaptation of consent requirement and renewal of the tacit consents previously obtained, as well as the adaptation of the information on the data processing to be carried out.
  • Adaptation of clauses in contracts related to data protection and any other of civil or commercial nature, reports, legal notices in emails.
  • Adaptation of Legal Notice, Privacy Policy, Terms of Use and Cookies Policy for web pages.
  • Modification of the old ARCO Rights, including the right of erasure (right to be forgotten), restriction of processing and right to data portability.
  • Continuous training for employees regarding the regulation of Personal Data Protection.
  • Internal implementation of the Data Protection Officer position as well as the possibility of outsourcing their work with attendance as external advisors in the Legal Advisory / Compliance Committees.

4. Anti-Money laundering management systems

An integral service is offered to help the liable subjects by Law 10/2010 of Anti-Money Laundering and Counter Financing of Terrorism and by RD 304/2014 that develops the previous Law. In this sense, BELZUZ Abogados counts on a professional team to carry out the following tasks:

  • Expert reviews
  • Advice on the implementation of Handbooks for Anti Money Laundering Measures
  • Know Your Customer Models (KYC). Formal identification, identification of the real owner, purpose of the business relationship, monitoring of the business relationship
  • Conducting Due Diligence processes to clients, suppliers and third parties
  • Management of risk profiles (PEP's) and suspicious transactions
  • Training
  • Internal Audits and External Reports

Likewise, we advise before the opening of any administrative file by the SEPBLAC, for the commission of any offense as well as before the imminence of any SEPBLAC screening to the corresponding company.

5. Good Governance and Corporate Social Responsibility management systems

  • In application of the international standard UNE-ISO 26000: 2012 of Corporate Social Responsibility and of the EU Directive 95/2014, BELZUZ Abogados advises companies in environmental, social and human rights matters as well as in Good Corporate Governance matters.
  • Consulting in the writing of CSR Reports. Those Reports must meet the criteria, commitments and activities of the company in this matter, with a triple dimension: social, economic and environmental and in accordance with Order ESS / 1554/2016.
  • Non-Financial Information Audits. Additional reporting to the financial statements, which include environmental aspects (such as greenhouse gas emissions, use of renewable energy sources and water consumption, among others), social aspects (including matters such as equality, workers rights, health and safety at work or attention to local communities) and aspects of good governance (covering key elements such as anticorruption, human rights or antibribery).

6. Information Security Management Systems

  • Audit and evaluation of risks related to information security and business continuity.
  • Implementations of international standards ISO-UNE 27001: 2014, 27002: 2015 and 22301: 2015.

 

Mas información sobre el Departamento Mercantil y Societario | Madrid (España)

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 The following services are available within Corporate Law department

Creation and Dissolution of Corporate Entities
  • Creation of every kind of entities, among whose number include several financial establishments and listed companies.
  • Composition and Organization of all necessary documentation, including: written constitutions, accounting ledgers, and compliance with all statutes.
  • Assistance with liquidations of assets and liabilities.
  • Oversight of revocations of company-related licenses

 

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Editing and Modification of Corporate Internal Structures
  • Modification of bylaws, shareholders agreements, corporate family structures, partnership arrangements, and ancillary obligations.
  • Handling of any changes that may occur in altering prime aspects of the corporation such as: name changes, residency changes, etc.
  • Assistance for companies in implementing compliance and good governance methods.
  • Transfer of stocks and partnership shares.

 

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Legal Management of Ordinary Corporate Functions
  • Maintenance and Deposition of documents with the Registro Mercantil (the Commercial Registry).
  • Review and Supervision of contracts between companies.
  • Preparation of the Annual Accounting Ledgers.
  • Assistance with numerous regulatory agencies such as the National Securities Market Commission.

 

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Organization of Corporate Administration and Management Structures
  • Determination of the structure and functioning of the Board of Directors and its delegated commissions.
  • Handling of any personnel changes that may occur among Board Members, including the granting and revocation of powers for specific Directors.
  • Assisting Boards of Directors by acting as legal advisors to the companies.
  • Attendance at the convened General Shareholder Meetings and take the actions necessary to realize the decisions adopted therein.
  • Responding to questions of remuneration for Directors and Senior Executives.

 

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Strategizing and Execution of Restructuring Operations, Mergers, Acquisitions, and Joint Ventures
  • Oversight of the entire process of corporate transformations, mergers, excision, and complete transfers of assets and liabilities, as well as the international transfer of corporate residency.
  • International transfer of registered office
  • Comprehensive advice on strategic alliances.
  • Negotiation and legal articulation of all forms of collaboration between companies.

 

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  We are experts in Personal Data Protection, in Auditing and Information Security and in Adapting to
the General Regulation (EU) 2016/679 of Data Protection

 

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Madrid

Belzuz Abogados - Madrid office

Nuñez de Balboa 115 bis 1

  28006 Madrid

+34 91 562 50 76

+34 91 562 45 40

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Lisbon

Belzuz Abogados - Lisbon office

Av. Duque d´Ávila, 141 – 1º Dtº

  1050-081 Lisbon

+351 21 324 05 30

+351 21 347 84 52

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Oporto

Belzuz Abogados - Oporto office

Rua Julio Dinis 204, Off 314

  4050-318 Oporto

+351 22 938 94 52

+351 22 938 94 54

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