Commercial
Corporate Law

When the Administrator. Respond with your own money

How do we resolve The day-to-day legal aspects of your company

When a company grows or restructures, it requires precision legal surgery. We don't use templates; we design tailor-made commercial strategies to unblock your business through our three core services:

1. Capital Increases and Investor Entry When a company needs liquidity to grow, bringing in a new partner is vital. However, the founders' greatest fear is losing control. We structure the operation by calculating precisely the Assumption Bonus (share premium). This way, we get the investor to provide the necessary capital, while you are not unfairly diluted and continue to maintain the majority of the votes at the General Meetings.
2. Conflict Resolution and Blockages (The 50/50): Partnerships formed under Section 50% between two partners are a ticking time bomb. If you fall out, the business comes to a complete standstill, as neither of you has the majority needed to approve anything. To break the deadlock, we implement aggressive yet legal strategies: from exit agreements such as the «Russian roulette» clause (Texas Shoot-out), to mediation with independent experts or applying for a compulsory dissolution, always ensuring that the viability of the business takes precedence.
3. Orderly Dissolution and Liquidation If the market has changed and the business is no longer viable, closing it down correctly is your final major responsibility. We execute the closure step by step: we draft the dissolution agreement, appoint you as liquidator, organise the orderly payment of creditors with the remaining assets, and proceed with the definitive cancellation with the Tax Agency and the Registry. We avoid at all costs a poorly executed closure leading to a dreaded Guilty Insolvency Proceedings.

Real solutions Societal crises in Seville

Legal theory is all well and good, but in business, results are what matter. This is how we recently resolved three critical situations for businessmen from Seville who came to us in despair:

The toxic partner (Separation Strategy)

The problem: A successful engineering firm in Seville had a minority partner (30%) who did not contribute any work, systematically blocked the approval of the accounts at general meetings and threatened to sue the director if he was not paid exorbitant dividends.

The FA solution We began hard negotiations, demonstrating your abuse of rights and your veiled unfair competition. We commissioned an independent valuation of your holdings and drafted a sale and purchase agreement.

The result: We achieved their definitive departure by paying a fair, time-deferred price. The company regained social peace, resumed agile decision-making, and avoided years of costly litigation in the Commercial Courts.

Saving Administrator's Heritage

The problem: A construction company went bankrupt suddenly. Several suppliers, advised by other legal firms, sued the Administrator directly, demanding that he pay €300,000 out of his own pocket, alleging that he had operated during the dissolution period.

The FA solution We reconstructed the entire company and documentary history. We demonstrated to the judge that our client had acted with extreme diligence, sending registered letters to the partners to convene the dissolution meeting within the exact two-month period stipulated by law.

The result: The claim against the Administrator was dismissed in its entirety with costs awarded against the creditors. We saved our client's family home and personal savings.

The Ghost Close (S.L. Inactive)

The problem: A client had a limited company that had been inactive for 6 years. They had stopped filing tax returns and annual accounts due to a lack of knowledge. The Mercantile Registry had closed their company registration, and the ICAC (Instituto de Contabilidad y Auditoría de Cuentas) was threatening them with huge fines.

The FA solution We took control, rebuilt the accounts from previous years at no cost (no activity), prepared the outstanding accounts, and convened a Universal Meeting to approve the simultaneous liquidation.

The result: We regularise the sanctioning files, register the dissolution of the company in the Commercial Registry and free you forever from that latent administrative burden.

Administrator vs. PartnerWho is in charge and what are their responsibilities?

Many conflicts arise because founders confuse their different «roles». Owning 80% of the shares does not give you the right to sign a contract on behalf of the company if you are not the Director. Know the rules of the game: