Vox Legis advises companies, entrepreneurs, shareholders, directors and investors on matters relating to the operation, organisation and development of their business activity.
Our practice covers everything from the incorporation and structuring of companies and contract negotiation to corporate transactions, shareholder disputes, business reorganisations and crisis situations.
The aim is not only to resolve conflicts once they arise. An essential part of commercial legal advice consists in identifying risks and putting business relationships in legal order before they become a problem.
DISCUSS A COMMERCIAL LAW MATTER →Legal Advice for Companies
The decisions a company makes have legal consequences.
The choice of corporate structure, relationships between shareholders, the powers of directors, contracts with customers and suppliers, the entry of investors or the acquisition of another company all require legal documents and mechanisms tailored to the real objective of the business.
Vox Legis provides advice both on specific transactions and on an ongoing basis to companies that need legal support in their day-to-day activity.
Corporate Law
We advise on the incorporation, operation, amendment and reorganisation of commercial companies.
Our involvement may include the preparation and review of articles of association, corporate resolutions, general meetings, governing bodies, capital increases and reductions, transfers of shares and other matters relating to corporate structure.
When the project involves setting up a Spanish company to carry out an international investment or activity, the advice can be coordinated with Vox Legis's International department.
CORPORATE STRUCTURES IN SPAIN →Shareholders' Agreements
A shareholders' agreement makes it possible to regulate matters that become particularly important when differences arise between the members of a company.
Voting rights, qualified majorities, the entry of new investors, transfers of shares, exit mechanisms, deadlock situations, the retention of key shareholders and dispute-resolution procedures can all be agreed before the problem arises.
The content must be adapted to the specific structure of the company and properly coordinated with its articles of association.
SHAREHOLDERS' AGREEMENTS →Shareholders, Directors and Corporate Governance
The distribution of powers within a company must be correctly defined.
We advise shareholders and directors on their rights, obligations and decision-making mechanisms, as well as in situations where there are disagreements about the management or operation of the company.
When a corporate dispute also raises possible criminal implications, the matter can be analysed jointly with Vox Legis's Economic Crime department.
Commercial Contracting
Contracts govern a company's relationships with customers, suppliers, business partners, investors and other operators.
Proper contract negotiation and drafting makes it possible to define obligations, risks, payment terms, guarantees, liabilities, grounds for termination and dispute-resolution mechanisms.
Vox Legis advises on the negotiation, review and preparation of domestic and international commercial contracts tailored to the specific transaction.
COMMERCIAL CONTRACTS →Purchase and Sale of Companies and Shareholdings
The entry or exit of a shareholder, the addition of an investor or the acquisition of a company all require an analysis of both the structure of the transaction and the legal situation of the company.
Our involvement may include legal review or due diligence processes, negotiation of terms, purchase and sale of shares or interests, representations and warranties, and coordination of the closing of the transaction.
In international transactions, Vox Legis can coordinate its advice with professionals and advisors from other jurisdictions.
Corporate Restructurings and Structural Modifications
A company's needs may make it advisable to modify its structure.
Mergers, spin-offs, conversions, global assignments of assets and liabilities and other reorganisations require legal, corporate and tax planning and compliance with specific procedures, under the regime currently in force under Real Decreto-ley 5/2023 on structural modifications.
When the transaction affects companies from different States, the rules applicable to cross-border structural modifications must also be analysed.
Disputes Between Shareholders
Disagreements between shareholders can seriously affect the operation of a company.
Deadlocks in decision-making, disagreements over management, transfers of shares, access to corporate information, distribution of profits or the conduct of directors can give rise to disputes that require negotiation or judicial action.
The initial analysis must determine the true legal nature of the dispute and assess the various alternatives before escalating the controversy.
SHAREHOLDER DISPUTES →Directors' Liability
Company directors are subject to duties and liabilities arising from their position.
When a management decision is called into question, it is necessary to analyse the circumstances in which it was made, the director's powers, the information available and the consequences arising from their conduct.
A distinction must always be made between a director's corporate or commercial liability and any potential criminal liability, which requires different elements to be met. When criminal implications exist, the defence is coordinated with the Economic Crime department.
DIRECTORS' LIABILITY →Business Crisis, Restructuring and Insolvency
When a company is going through financial difficulties, acting early can widen the range of alternatives available.
Advice must analyse the company's financial and legal situation, its relationships with creditors, the continuity of its activity and, where applicable, the mechanisms provided for under insolvency legislation.
Situations of business insolvency must be distinguished from punishable insolvencies regulated under the Criminal Code.
International Commercial Law
Vox Legis advises foreign entrepreneurs and investors with business activity, companies or economic interests in Spain.
The practice covers the incorporation and reorganisation of companies, shareholders' agreements, purchase and sale of shareholdings, contracting and the coordination of transactions involving individuals or companies from different jurisdictions.
The International department can coordinate these matters in Spanish, German and English.
INTERNATIONAL DEPARTMENT →Commercial Law and Economic Crime
Certain business disputes can evolve from the commercial sphere into a criminal investigation.
Disloyal administration, corporate offences, misappropriation, fraud, punishable insolvencies, falsification of documents or the criminal liability of legal entities are matters that require a clear distinction between business non-compliance and criminally relevant conduct.
Vox Legis has a specialised Economic Crime department that makes it possible to address both dimensions jointly when the characteristics of the case require it.
ECONOMIC CRIME →Coordinated Legal Advice
A business transaction can simultaneously raise corporate, contractual, tax, real estate, criminal or regulatory compliance issues.
Vox Legis coordinates the different departments needed so that the client can analyse the transaction or dispute from a joint perspective and make decisions with full awareness of their legal consequences.
A Team with Business Experience
Vox Legis's commercial practice brings together professionals with international experience, business experience and links to the Economic Crime department.
Frequently Asked Questions
Do I need a shareholders' agreement if I already have articles of association?
What can be done when a company is deadlocked at 50%?
Can a shareholder sell their shares without the consent of the others?
What liability does the director of an SL have?
What is reviewed in a corporate due diligence?
How can a shareholder leave a company?
When can a dispute between shareholders become a criminal matter?
Can a foreign company buy a Spanish company?
What is the difference between buying a company and buying its assets?
What happens if a director uses company funds?
National and International Practice
Vox Legis has offices in Madrid, Marbella, Seville and Oviedo and advises companies, individuals and investors on transactions and proceedings in various parts of Spain.
In cross-border matters, the firm can coordinate its work with professionals from other countries.
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