Corporate and commercial lawyers in Spain
Your business partner has stopped counting you in, the director is taking decisions that empty the company, or a contract your turnover depended on has been terminated with no notice. Our corporate lawyers defend your position inside the company and against third parties, and take the matter to the commercial division of the Tribunal de Instancia (the Spanish first instance court) when nothing else resolves it. A lawyer registered with the Spanish bar reviews the documents, tells you which claim you have and how long you have left to bring it, and runs the matter from start to finish.
What we handle
Your co-shareholder passes resolutions without you
Challenge to the shareholders' meeting resolutions before the commercial division of the Tribunal de Instancia, within one year of their adoption or registration (arts. 204 to 206 LSC, the Spanish companies act).
A company owes you money and has no assets left
Claim against the director who failed to start the winding up: he answers jointly and severally for the debts arising after the ground for dissolution appeared (arts. 363, 365 and 367 LSC).
The director has been taking money out of the company
Derivative action to make him restore the loss caused to the company, which a 5 % minority can bring directly without a shareholders' resolution (arts. 236, 238 and 239 LSC).
A former employee has walked off with your client list
Cease and desist, removal of effects and damages for unfair competition and trade secret infringement, within one year of identifying the person responsible (Ley 3/1991 and Ley 1/2019).
You want a blocking shareholder out of the company
Shareholders' resolution and, where he holds 25 % or more and objects, a court claim for exclusion with a valuation of his shares (arts. 350 to 353 LSC).
Your distribution agreement is cut off after years
Goodwill compensation and damages for lack of notice, within one year of termination (arts. 25, 28 and 29 Ley 12/1992, the agency act, applied by analogy to distribution).
You bought a company and hidden debts are surfacing
Claim for breach of the representations and warranties, or rescission for fraud, bearing in mind that tax debt follows the business (art. 42.1.c) LGT, the Spanish general tax act).
How we work on it
The starting point is not the claim form, it is the paperwork: articles of association, share register, minutes of the shareholders' meetings, accounts filed at the Registro Mercantil (the Spanish companies register) and the contracts you signed. From those the lawyer settles the two questions that govern everything else, which claim you have and how much time is left, because in corporate matters the deadlines are short: one year to challenge a resolution, one year for goodwill compensation, four years for director liability. Then the route is chosen, and many shareholder disputes end before litigation with a properly built formal demand, a notarised record of the meeting or a negotiation over the value of the shares; since 3 April 2025 that attempt at agreement is also a precondition for filing a civil or commercial claim (art. 5 LO 1/2025). If there is no way out, we sue before the commercial division of the Tribunal de Instancia, with whatever interim measures are needed to stop the damage growing while the case runs. The lawyer who takes your consultation is the one who drafts, signs and argues your case.
Your matter is quoted after the consultation, because every case is different. The consultation fee is credited in full against the engagement if you go ahead.
Frequently asked questions
How long do I have to challenge a shareholders' resolution?
One year from the date the resolution was adopted or, if it is registrable, from its publication in the companies register bulletin. There is one exception: resolutions contrary to public policy can be challenged with no time limit. This is a lapse period, not a limitation period, so sending a formal demand does not stop the clock: once it runs out the resolution stands, however defective it was.
I am a minority shareholder. Can I do anything without a majority?
A good deal more than people assume. With 1 % you can already challenge resolutions, and with 5 % you can require a meeting to be called, request an auditor in certain cases and bring the derivative action against the director directly, without the meeting approving it. The pre-meeting right to information is also leverage: refusing it improperly can taint the resolution itself.
The company that owes me is empty. Can I go after the director?
If a ground for dissolution exists, typically losses that leave net assets below half the share capital, and the director neither called a meeting within two months nor filed for insolvency, he answers with his own assets for the debts arising after that date. Our first step is to read the filed accounts to pin that date down, because it decides whether your invoice is inside or outside the claim.
What does a shareholder dispute cost?
There is no list price, because no two shareholder disputes are alike. It starts with the consultation, 100 euros for half an hour or 200 euros for a full hour, and the fixed quote for your matter comes out of it; if you go ahead, the fee is credited in full against the engagement. In that same consultation we tell you whether the judgment can carry an award of costs against the other side and whether the case requires a procurador, before you pay anything.
Law firm guides on this area
The dispute explained: what action lies, what deadline is running and what has to be proved.
- Resolutions passed without you: how to challenge them
- The company will not pay: claim against its director
- He drained the cash: the corporate liability claim
- Your former employee took the clients: what you can claim
- You want your partner out: the action for exclusion
- Your distribution is cut off: what you can claim
- You bought a company with hidden debts: claim on the seller