Corporate and commercial law, Contracts International law

We are specialists in the following business practices:

Social action and individual responsibility for managers

Partners and / or managers of fact or law that cause harm to both society as partners and / or creditors jointly liable for damages caused by the actions of responsibility by 3 types of actions:

  • Social Action responsibility where it is intended to compensate the company for damage caused by negligence, contrary to the law and bylaws acts. In this course they come all the money provisions, loan underwriting as well as carry out actions of unfair competition that might make administrators.
  • Individual action of responsibility, that filed by shareholders or creditors who feel aggrieved by actions of administrators. Within this mode they enter those creditors who have seen the impossibility of his claims for a de facto closure of the debtor company.
  • Action transfer responsibility for debts of society be grounds for dissolution. It is the action that stands to compensate those creditors whose claims have been frustrated by the closure of the company by managers. We are also auditors and accountants that allow us to analyze the actions of administrators.

From our team, unrivaled experts in these matters with numerous positive statements collected, we offer both defense partners and / or managers of such procedures bringing proceedings as partners who have been harmed by the negligent actions of the managers.

Separation of partners and exclusion of members of company.

Right of Separation is the right partner to withdraw from the company. Everyone knows the difficulty of divesting in a society which has probably lost control and almost impossible to recover the money invested. Also in most cases it involves the denial of participation in society and all types of information.

In our firm we advise you to get the separation and recovery of the invested money, having developed new legal lines for excellent results.

Exclusion of partners. When partners-managers commit negligent acts, not only involves the cessation of the administrator, including exclusion from society as a partner, making both liable for the damage caused.

Also we advise employers and excluding partners who do not contribute to the society and cause damage by their actions and; in these cases of corporate conflicts, which can even lead to blockage of society, they can know through our firm how to achieve the withdrawal of a member and get turn responsibility for the damage caused. The Corporations Act articulates a series of cases in which a company may exclude a partner:

  • Failure partner from his obligation to perform ancillary services.
  • Managing Partner violates the prohibition of competition.
  • Managing Partner has been convicted by a final company to compensate the damages caused by acts contrary to the law or the statutes or made without due diligence sentence.

Apart from these causes, there may be others, joining the bylaws, work equally as grounds for exclusion as those established by law. The causes of exclusion can be set freely.

Unfair competition for partner / manager

Disloyalty partner / administrator creating a parallel society is legally punishable mainly because this activity may end up competing with society and its benefits.

Since our firm will advise as to hold the administrator of these unfair acts and compensate the company for damage caused while stop and expel the partner / director of the company .

We are experts in these areas without competition having won countless legal successes in this area.

Advice from a major minority members and opposite

We are experts in advising minority shareholders in defense of their rights to get even participation in society or separation.

  • We advise how minority shareholders can enforce their rights and be heard in the societies to which they belong enabling their active participation in the management of the company.
  • Advice on the assumptions that allow separation of society.
  • advise PARTNERS / administrators about how to engage with the other partners to avoid conflicts that may have responsibility for the commission of corporate offenses.
  • Pitfalls in social information.
  • Imposition of abusive damaging agreements.
  • Prevention or denial of rights.
  • unfair or fraudulent administration.
  • Advising managers and / or partners providing services in society about the way the remuneration they receive.
  • It is common that the managing partners included in the statutes as free position and yet are receiving salaries that could even be considered misappropriations by other partners, not being provided properly, causing severe damage to both society and the partner and / or administrator. Social responsibility actions against partners and / or managers.

Corporate agreements or agreements

A Corporate Covenant is a contract signed by the partners and regulates relations between them and members of partner relations with society. What is intended is to summon the will to develop a joint business project with their rights and obligations. It is a perfect place to regulate relations between partners in those areas where the statutes can not regulate complement those agreements.

When you sign a Shareholders’ Agreement always prevails pact on the Bylaws in case of disagreement and can contain materials that are not registrable in the Commercial Register.

Normally a Shareholders’ Agreement regulates the following matters:

  • Relationship Agreements. Covenants governing relations between partners: This section is often regulate all matters relating to the remuneration, maximum ages social worker to be in the company, subject to incorporation of new partners and even family members and already the subject of not competition within the same activity to avoid that at any moment of the partners is a company that merges direct competition than it already has.
  • Materials are exclusively the competence of the General Shareholders’ Meeting, in the event that this body agreed management: This section is often what is regularly the subject of majorities to prevent important decisions of significance for the company can simply get by with 51% of the share capital that can be held by two people. The whole issue of approvals of new lines of business, important decisions for the company, also regulates etc.
  • Pacts Organization: This section is decided among others that management bodies will have society, dwell time charges, whether or not to give back the position, whether to appoint CEO or not, and anything you can affect in one way or another to the development and good governance of the company.
  • dividend policy: Here is to establish a mandatory minimum dividend once covered the mandatory legal reserves and repay loans if any. You can set a scaling with different percentages depending on the distributed profits.
  • Regime transfer of shares (inter vivos and mortis causa): Here is to establish guidelines for action in the event of inter vivos transfers so that when this situation occurs is taken well regulated if these shares can be freely transferable or While establishing a right of first refusal or restrictive clause depending on the Acquirer or restrictions subordinate to the decision of the General Meeting of Members.

• The most common agreements are: Family Protocols, Joint Ventures, Covenants on co-investing and financing agreements Exit or divestment, management pacts, Tag-along, drag-along, buying and selling options, lock Union, Union Voting, etc.

Set up of companies

Abogados Velázquez law firm with extensive experience and professionalism, will advise on the formation of their society making laws as a function of the particular needs of the partners. We incorporate innovative clauses allowing maintain control of society at all times and expel members who do not contribute to the social order. The bylaws are the law that will govern the life of society and relations between partners, is therefore very important to create articulated as adapting to the needs of each company and avoid conflicts that at some point in life society will occur.

  • Ancillary supplies. This is to introduce obligations to partners statutes range from making any type of paid work in society and their lack of realization entails expulsion from the society.
  • A new feature compared to the usual laws, companies incorporated antilock measures to prevent the activity of the company for lack or impossibility of agreement between partners is paralyzed and can request the dissolution by any of them, especially by causing own lock and thereby prevent the disappearance of society.

We realize in record time at an unbeatable price creating your company as.

International law

Joint venture creation, and all kinds of companies and filiares abroad. We have a network of collaborators in Italy, UK, Germany, Colombia, Peru, Panama, Morocco, UAE, Oman.


Preparation of contracts of sale INTERNATIONAL and provision of services. Advice on exports and imports of their products by making appropriate contracts.

International executions of foreign judgments and enforcement of judgments in Spanish and / or European abroad.

We advise about documentary credits, Incoterms, etc.

International maritime law and claims for breach of contract.

Advice on buying and selling contracts NATIONAL AND INTERNATIONAL facilities and services with any operator abroad. We shape their contracts to avoid any “bad deal”.

Claims for breach of contracts with companies abroad and oppsite.

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