Corporate Law in Bilbao

Comprehensive Advice on Corporate Law

At Lambda Estudio Jurídico, our law firm in Bilbao, we offer comprehensive advice on corporate law, focused on the constitution, management and restructuring of companies. Our goal is to provide personalized solutions that ensure the proper functioning and growth of our clients' companies, protecting their interests in all phases of the business cycle.

Areas of specialization

Company incorporation
We assist our clients throughout the process of incorporating companies, from choosing the most appropriate legal form to drafting the bylaws and registering them in the Commercial Registry. We guarantee that all legal procedures are carried out correctly so that the company can operate smoothly from day one.

Agreements between partners
We draft and negotiate agreements between partners to regulate the internal relations of the company, ensuring that the agreements are clear and comply with current legal regulations. This type of agreement is essential to avoid future conflicts and protect the interests of all partners involved in the company.

Shareholder meetings
We advise on the calling and holding of shareholder meetings, preparing all the necessary documentation and ensuring that the agreements adopted comply with the law. We also represent our clients in case of challenges or conflicts arising from decisions made at meetings.

Corporate agreements and conflict resolution
We offer comprehensive legal support in the preparation and execution of corporate agreements, as well as in the resolution of disputes between partners. Our team of lawyers is specialized in the management of corporate conflicts, always seeking amicable solutions and avoiding unnecessary litigation.

Liability claims
We defend the interests of our clients in liability actions against the company's directors, whether for breaches of their duties or for damages caused to the company. We provide effective representation in these cases to ensure that the rights of shareholders and the company itself are respected.

Dissolution and liquidation of companies
In addition, we offer advice on the dissolution and liquidation of companies, managing the entire process with maximum transparency and professionalism.

Compliance and regulatory compliance
We help companies comply with current regulations by implementing compliance programs that prevent legal risks and ensure correct compliance with corporate legislation. We ensure that your business operates within the legal framework at all times, protecting your reputation and assets.

Continuous advice
Our service does not end with the constitution or restructuring of the company. We offer continuous advice to accompany our clients in the day-to-day running of their businesses, addressing any legal issue that may arise and ensuring the correct management of the company at all times.

Our commitment

Professional Rigor: We provide a meticulous and transparent service, specifically adapted to the needs and expectations of each client.

Customer Orientation: We offer constant support, always prioritizing the search for optimal solutions that protect the interests of those who trust us.

Personalized Advice: Each case is unique, so we make sure to offer individualized treatment, providing responses tailored to the particularities of each situation.

Why trust us?

Transparent Management: We keep our clients informed at all times, with clear and accessible communication, ensuring complete understanding of each stage of the legal process.

Corporate law is the branch of commercial law that regulates the creation, operation and dissolution of commercial companies. Its objective is to ensure that companies operate within an adequate legal framework, protecting the rights of partners and shareholders and establishing clear rules on their operation.

To establish a company in Spain, it is necessary to follow several steps, among which are: choosing the legal form, drafting the bylaws, requesting a company name certificate, opening a bank account for the share capital and going to a notary to sign the public deed. Finally, the company must register in the Commercial Registry.

In Spain, the most common types of companies are Limited Company (SL) and the Public Limited Company (SA). The SL is the most used due to its flexibility and lower capital requirements, while the SA is more appropriate for large companies or those that plan to go public. Other forms include cooperatives and civil societies.

The shareholders' agreement is a private agreement between the partners of a company that regulates essential aspects such as decision-making, the sale of shares or participations, the distribution of profits and the resolution of conflicts. It is important because it helps avoid problems in the future by providing clarity about the expectations and rights of each partner.

The shareholders' meeting is the supreme body of the company where important decisions are made, such as the approval of annual accounts, the distribution of profits or the modification of the company's bylaws. The ordinary general meeting must be called at least once a year, while extraordinary meetings can be called when necessary.

If no agreement is reached at a shareholders’ meeting, several options can be explored. Mediation or arbitration may help resolve the dispute without going to court. If an amicable solution is not possible, resolutions that are unlawful or harm the company may be challenged in court.

The directors of a company are responsible for the management and direction of the company, and their liability can be both civil and criminal if they act negligently or fail to comply with their duties. In case of causing damage to the company, partners or third parties can initiate liability actions against them.

A merger is when two or more companies join together to form a new entity or one of them absorbs the other. The division, on the other hand, occurs when a company is divided into several new entities or transfers part of its assets to other existing companies. Both processes require a legal and fiscal analysis to avoid risks and ensure success.

Compliance is a set of procedures and good practices adopted by a company to comply with laws, regulations and internal policies. Its objective is to prevent legal, financial and reputational risks, and guarantee that the company operates within the legal framework. A good compliance program protects the company from sanctions and damage to its reputation.

The dissolution of a company implies the cessation of its activity and the liquidation of its assets and obligations. This process must follow the steps established by law, which include making a decision at the partners' meeting, publishing the dissolution in the Commercial Registry and liquidating the assets to pay creditors before distributing the remainder among the partners.

An appeal to challenge corporate agreements is a legal action that is filed when one or more partners consider that the agreements adopted at the partners' meeting are contrary to the law or harm their rights. The objective is to annul these agreements and protect the interests of the company and the affected partners.

Lawyers play a fundamental role in the constitution and management of a company, as they advise on the drafting of the statutes, the choice of the appropriate legal form and the fulfillment of all legal obligations. In addition, they help resolve conflicts between partners, manage the shareholders' meeting and implement compliance programs.

A company must adopt a set of policies and procedures that ensure compliance with applicable laws and regulations, both locally and internationally. This includes implementing compliance programs, maintaining correct accounting management, complying with tax and labor obligations, and ensuring that the company operates in an ethical and legal manner.