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A company can terminate without compensation when the disciplinary dismissal is declared justified: the worker has committed a serious and culpable breach of their labor obligations (art. 54 ET), the company documents it, and the termination letter meets the formal requirements. The most common cases are repeated and unjustified absences or punctuality issues, indiscipline, violation of good faith in contracts, and voluntary reduction in performance. If the dismissal does not meet these requirements, it is declared unjustified and the company must pay 33 days of salary for each year worked (max. 24 monthly payments). → See service: Dismissals

The Labor and Social Security Inspection (ITSS) can review compliance with all labor and social security regulations: employment contracts and their correct modality, work hour registration (mandatory since May 2019, art. 34.9 ET), payrolls and compliance with collective agreements, contributions to Social Security, occupational risk prevention, Equality Plan and pay register (for companies with 50+ workers), harassment protocol and reporting channel (mandatory since March 2023 for companies with 50+ workers according to Law 2/2023). → See service: Labor Inspection

The ERE (Employment Regulation File) is a collective procedure to terminate employment contracts for economic, technical, organizational, or production reasons (art. 51 ET). It affects a minimum number of workers depending on the workforce and requires a consultation period of 30 days with the representatives. The ERTE (Temporary Employment Regulation File) suspends contracts or temporarily reduces working hours for the same reasons, without terminating the employment relationship. In the ERTE, workers receive unemployment benefits during the suspension and the company may benefit from exemptions on contributions. → See service: ERE/ERTE

In the event of a workplace accident, the employer is obliged to: report it to the labor authority using the accident report within 5 business days (24 hours if it is serious, very serious, or resulted in death), investigate the accident to determine its causes, adopt corrective measures to prevent similar accidents, and provide immediate medical assistance to the worker. If the accident was caused by a lack of safety measures, the employer may be subject to an increase in benefits (art. 164 LGSS), which can range from 30% to 50% of the benefits owed to the worker, and to criminal liability of the company's responsible parties (art. 316-317 CP). → See service: Workplace accidents

The time registration is the obligation to record daily the specific start and end times of each worker's workday (art. 34.9 ET, since May 12, 2019). It is mandatory for all companies with salaried employees, regardless of the sector, the size of the company, or the type of contract. The registration must be organized and documented by the company, must be available to workers and the ITSS, and kept for 4 years. Non-compliance is a serious infringement (up to €7,500). → See service: Labor inspection

A worker can claim workplace harassment when they suffer unwanted behavior related to sex (sexual harassment or harassment based on sex, art. 7 LO 3/2007) or systematic behaviors of psychological or moral harassment (mobbing) that violate their dignity or create an intimidating environment. The complaint can be filed internally (through the company's harassment protocol) or externally (before the ITSS, the social court, or the criminal courts if the facts constitute a crime). The company is obliged to initiate the proceedings immediately. → See service: Workplace harassment

A Spanish LLC mainly pays: Corporate Tax (IS) at the general rate of 25% on profits (or at 15% in the first 2 fiscal years with a positive tax base, art. 29.1 LIS); VAT at the general rate of 21%, 10%, or 4% depending on the product or service (Quarterly Model 303); withholdings of personal income tax (IRPF) on employee salaries (Quarterly Model 111) and on rentals (Model 115); and installment payments of the IS (Model 202 in April, October, and December). If it has B2C sales in other EU countries that exceed €10,000/year, it must also manage VAT through the OSS scheme (Quarterly Model 369). → See service: Tax declaration

The main legal avenues for tax reduction for a Spanish company are: applying available deductions from the Corporate Tax (R&D up to 25-42%, art. 35 LIS; patent box at 60%, art. 23 LIS; job creation for disabled individuals, €9,000-12,000/person); using the capitalization reserve (10% reduction of the increase in own funds, art. 25 LIS); offsetting negative tax bases from previous years (without a time limit, with restrictions for large companies); and optimizing the group's structure through tax planning that avoids double internal and international taxation. → See service: Tax planning

If you receive a request from the AEAT, you must respond within the indicated period (usually 10 business days for data verifications, extendable upon request). The most important thing: do not respond without specialized advice. The first declarations before the AEAT condition all subsequent defense and cannot be retracted. A request can be the beginning of a data verification (the mildest), a limited check (art. 136 LGT) or a full tax inspection (art. 141 LGT). The type of procedure determines the powers of the AEAT and the rights of the taxpayer. → View service: Tax Inspection

Registration in the OSS (One Stop Shop) scheme is mandatory when B2C sales to consumers from other EU countries (other than Spain) exceed €10,000 annually (in the previous year or in the current year). The threshold is global: it adds up all B2C intra-community sales regardless of the number of countries. From that moment on, the applicable VAT rate is that of the consumer's country, not the Spanish one, and you must declare it quarterly using Form 369 with the AEAT. Without registration, the AEAT can regularize all previous sales with the correct rate plus surcharges and interest. → See service: Taxation e-commerce

The general statute of limitations for the AEAT's right to collect a tax debt is 4 years, counted from the day after the deadline for submitting the declaration (art. 66 LGT). However, the statute of limitations is interrupted by any formal action by the AEAT or by the taxpayer themselves (submission of a supplementary declaration, request for deferral, etc.). Some taxes have special deadlines: pending negative taxable bases can be verified up to 10 years after their generation (art. 26.5 LIS). → See service: Tax Inspection

The capitalization reserve (art. 25 LIS) allows companies that are subject to corporate tax to reduce their taxable base by an amount equivalent to 10% of the increase in their equity in the fiscal year, with no time limit for maintaining the reserve. To apply it, the company must allocate an unavailable reserve for the amount of the reduction and maintain it for 5 years. It cannot be applied if it results in a negative taxable base. It is especially useful for companies with growing profits that do not need to distribute dividends immediately. → See service: Tax Planning

The patent box (art. 23 LIS) is a tax reduction that allows excluding 60% of the tax base the income derived from the assignment of certain intangible assets: patents, utility models, software protected by copyright, industrial designs, and secret formulas or procedures. To apply it, the intangibles must have been created at least 25% by the assigning company. It is especially relevant for technology, pharmaceutical, and industrial companies with income from licenses, royalties, or services based on proprietary know-how. → See service: Tax planning

The Inheritance and Donation Tax in Catalonia is governed by Law 19/2010, of June 7, with its own rates and reductions distinct from other autonomous communities. The basic reduction for spouses and children is €100,000, extendable by age (€12,000 additional for each year under 21). The primary residence has a specific reduction of 95% (max. €500,000). For the family business, the reduction can reach 95% of the value if the requirements of art. 20.2.c LISyD (real economic activity, 5%/20% participation, compensation of the active partner exceeding 50% of their income) are met. → See service: Inheritances and successions

The insolvency proceedings are mandatory when the company is in a state of current insolvency: inability to regularly meet its due obligations (art. 2.2 of the Consolidated Text of the Insolvency Law, TRLC). The deadline for submitting it is two months from when the debtor knows or should know their state of insolvency (art. 5.1 TRLC). Failure to submit it on time may result in personal liability for the administrator (art. 367 LSC) and in the classification of the proceedings as culpable, with possible disqualification from managing companies. The pre-insolvency (art. 583 TRLC) allows for temporary protection of 3 months while negotiating with creditors. → See service: Insolvency proceedings

A partnership agreement (or parasocial agreement) must include, at a minimum: decision-making mechanism with reinforced quorums for strategic decisions; transfer rights regime (preemptive, redemption, and preference rights); what happens if a partner wants to exit (price and valuation procedure for shares); non-compete clause between partners. If there are investors, the following must be added: anti-dilution clause (usually weighted average), tag along (minority shareholder protection), drag along (majority shareholder force), founders' vesting (deferred acquisition linked to retention) and periodic information rights. → See service: Partnership Agreements

Due diligence is the thorough review of a company before acquiring it or investing in it. It analyzes its legal aspects (contracts, litigation, intellectual property), tax aspects (filings, ongoing inspections, contingencies with the AEAT), labor aspects (staff, agreements, litigation with workers), and financial aspects (financial statements, debts, quality of results). It is necessary before any purchase or sale of a company or significant shares, before a merger or split, and before an investment in a startup by a fund or investor. At Nextica, we conduct multidisciplinary due diligences with a team of lawyers, economists, and social graduates. → View service: Due Diligence

The process of setting up an LLC takes between 10 and 25 business days in the ordinary procedure: 1-3 days for the name certificate from the RMC, 1-3 days for the notary (with prior appointment), and 5-15 days for registration in the Mercantile Registry. The telematic procedure CIRCE can reduce the timeframe to 48-72 hours, but with limitations on the content of the statutes. The approximate costs are: name certificate (~€13), notary (300-600 €) and registration costs (100-300 €). The minimum share capital of €3,000 is not a cost: it remains in the company's account. → See service: Company formation

Criminal compliance is the set of policies, procedures, and controls that a company implements to prevent its directors or employees from committing crimes in its name. Since LO 1/2015, legal entities can be criminally liable for certain offenses (art. 31 bis CP). Having an effective compliance program is the only legal mechanism that allows the company to be exempted from criminal liability if the crime was committed by circumventing its controls. It is not legally mandatory for all companies, but the whistleblower channel is mandatory for companies with 50+ employees since March 2023 (Law 2/2023, penalty up to €1,000,000). → See service: Compliance

To protect a brand in Spain, it must be registered with the Spanish Office of Patents and Trademarks (OEPM). The process takes between 3 and 6 months, and the protection has an initial duration of 10 years, renewable indefinitely. To protect the brand throughout the European Union, the registration must be done with the EUIPO (European Union Intellectual Property Office): with a single registration, protection is obtained in all 27 member states. Nextica has lawyers certified by the EUIPO. Without registration, any third party can register your brand first and force you to change the name of your products. → See service: Intellectual Property

The administrators of a company are accountable to the company, the partners, and third parties for damages caused by acts or omissions contrary to the law or the statutes or carried out in breach of the duties inherent to the position (art. 236 LSC). The responsibility is joint among all administrators when the damage is a consequence of a collective act of the body. Furthermore, the administrators are liable to the creditors for social debts when they do not promote the dissolution or the bankruptcy within the legal deadlines (art. 367 LSC). → See service: Commercial Law

All commercial companies (SL, SA, cooperatives) are required to maintain accounting in accordance with the General Accounting Plan (art. 25 of the Commercial Code) and to prepare annual accounts at the end of each financial year (art. 34 C. of Commerce). The accounts must be approved in a meeting within 6 months after the close and filed with the Commercial Registry within the month following their approval. Failure to file results in the cessation of the company's registration and may lead to penalties from the ICAC. Self-employed individuals are not required to maintain commercial accounting, but must register their income and expenses for personal income tax (IRPF) purposes. → See service: Accounting Outsourcing

The cost of accounting outsourcing for a company mainly depends on the volume of monthly transactions (number of invoices issued and received), the complexity of the activity (intra-community operations, OSS, various types of withholdings), and the level of reports required. There is no standard market price because the variability is very high. At Nextica Law & Tax, we prepare a personalized quote at no charge after an initial meeting where we analyze the volume and the specific needs of each company. → See service: Accounting outsourcing

Companies are required to audit their accounts when, for two consecutive financial years, they exceed two of the three thresholds set out in Article 263 LSC: total assets exceeding 4 million euros, annual turnover exceeding 8 million euros, or an average number of employees exceeding 50. Companies that receive grants or public aid exceeding €600,000 in the financial year and those listed on regulated markets are also required to audit. LLCs and corporations that do not exceed these thresholds may audit voluntarily (which improves credibility with banks and investors). → See service: Accounting supervision

The information that a foreign parent company typically requires from its Spanish subsidiary includes: monthly financial statements (P&L, balance sheet, and cash flow) in the format and with the standards of the group (IFRS or US GAAP if the parent is publicly traded), analysis of Budget vs. Actual deviations with explanatory comments, sector-specific operational KPIs, information on CAPEX and headcount, and quarterly or annual closing package with the necessary consolidation adjustments. At Nextica Law & Tax, we prepare all these reports in English and deliver them within the group's deadlines. → See service: Reporting to parent companies

It is not legally mandatory, but it is highly recommended if you sell in several EU countries (OSS obligation), you have your own brand (you need Brand Registry to protect it), invoices over €100,000 annually (the tax and legal risk justifies the cost), you are considering buying or selling an Amazon account (due diligence is essential), or you have received an account suspension (the Action Plan requires specific knowledge of Amazon's criteria and must be written in English). → See service: Marketplaces and Amazon

The Amazon Brand Registry is a program that allows registered brands to protect their products on Amazon from unauthorized sellers (hijackers) and unwanted content. To access it, you need a registered trademark with the OEPM (Spain), the EUIPO (Europe), or the USPTO (USA). With the Brand Registry, you can remove unauthorized listings, protect the A+ content of your products, and access transparency and tracking tools. At Nextica, we manage trademark registration and enrollment in the Brand Registry. The complete process takes between 4 and 12 months. → See service: Marketplaces and Amazon

Yes, the buying and selling of Amazon accounts is legal in Spain if done through an appropriate contract. Amazon does not expressly prohibit the transfer of accounts if its terms of service are met. The process requires prior due diligence of the account (performance metrics, history of sanctions and restrictions, debts with Amazon, open disputes) and a sales contract that protects the buyer against issues not disclosed by the seller, including representations and warranties and price retention mechanisms (escrow) until the transfer is verified. → See service: Marketplaces and Amazon

As soon as you start generating income, taking on obligations towards third parties (contracts with clients or suppliers), or hiring employees. Operating as a sole trader when you have partners or investors is a red flag for any investor and creates problems in future valuation. The LLC protects your personal assets (limited liability to the contributed capital), facilitates the entry of external capital, and allows you to design the bylaws and the partnership agreement that govern the relationship between the founders from the very first moment. → See service: Company formation

The term sheet is the non-binding document that includes the main terms of an investment round: pre-money valuation of the company, amount of the round, type of shares or instrument (capital increase, SAFE, convertible note), economic rights of the investor (liquidation preference, anti-dilution) and political rights (veto quorums, information rights, board seat). The most critical points to negotiate are: valuation, anti-dilution clauses (weighted average vs. full ratchet), liquidation preference and whether it is participating or not, and the decision quorums that limit the autonomy of the founders. → See service: Startups

Law 28/2022, which promotes the ecosystem of emerging companies, introduces specific tax benefits for startups accredited by ENISA: a 50% deduction of the investment in the investor's personal income tax (up to €100,000 in deductible base); exemption of up to €12,000 annually in personal income tax for income from employment derived from stock options of startups; a reduced corporate tax rate of 15% in the first year with a positive taxable base (generalized for all newly created companies); and access to the special expatriate regime (Art. 93 LIRPF) for workers who move to Spain to work in the startup. → See service: Startups

The family protocol is the agreement among the members of the family business that regulates their relationship with the company: who can be a partner, who can work in it and under what conditions, how shares are valued and transferred in case of inheritance or donation, how dividends are distributed, what happens in case of divorces or deaths of partners, and how conflicts are resolved. It is not mandatory, but it is the most effective instrument to prevent conflicts that destroy the company in the process of generational succession. To be legally binding, its provisions must coordinate with the bylaws or with a parasocial agreement. → See service: Family businesses

In order for the shares of a family business to benefit from the 95% reduction in Inheritance and Gift Tax (art. 20.2.c LISyD), the following conditions must be simultaneously met: (1) the company must engage in a real economic activity (it cannot be a mere holding company for the ownership of assets); (2) the deceased's share must be at least 5% individually or 20% in a family group (spouse, ascendants, descendants or collateral relatives up to the second degree); (3) the deceased or a member of the family group must perform management functions for compensation that represents more than 50% of their income from work and economic activities; and (4) the heirs must maintain the shares for at least 5 years. → See service: Inheritances and successions

In Catalonia, in addition to the instruments for succession planning in the General Civil Code (will, donation, life insurance), the Catalan Civil Code (CCCat) offers specific tools: succession agreements (art. 431-1 et seq. CCCat), which allow the succession of a person during their lifetime to be agreed upon through a public deed, and inheritances (art. 431-2 et seq. CCCat), which are the most comprehensive type of succession agreement. These figures are especially useful for planning the transmission of the business in advance, combining the transfer of shares with conditions and the application of tax reductions on ISD at the most favorable time. → See service: Inheritances and successions

Transfer pricing refers to the prices agreed upon in transactions between entities of the same business group (subsidiary and parent company, subsidiaries among themselves). Spanish regulations (art. 18 LIS, and Title VI of the RLIS) require that these transactions be conducted at market prices and that companies with related transactions exceeding €250,000 annually document these transactions in the "masterfile" and the "local file". Non-compliance may result in tax adjustments by AEAT and penalties of up to 15% of the amount of undocumented transactions. → See service: International taxation

A Spanish subsidiary is subject to all Spanish labor regulations: applicable collective agreement for the sector, time registration for all its workers, Equality Plan if it has 50 or more workers, complaints channel (Law 2/2023) if it has 50 or more workers, workplace harassment protocol (mandatory regardless of size), and compliance with occupational risk prevention regulations. Expatriates sent by the parent company may benefit from the special regime for inbound expatriates (art. 93 LIRPF, "Beckham Law") if they meet the requirements, allowing them to be taxed at a fixed rate of 24% instead of the progressive IRPF rate. → See service: Multinationals and subsidiaries

Yes, but the structure can be of a labor or temporary relocation and has very different implications. In temporary relocation (art. 40 ET and Directive 96/71/EC), the worker maintains their contract with the parent company and the conditions of origin, but must meet the minimum labor conditions of the host country (Spain). In local hiring, the worker signs a Spanish contract and is fully subject to Spanish labor regulations. The expatriate regime (art. 93 LIRPF) can be applied if the worker has not been a tax resident in Spain in the previous 5 years and is relocating to work at the subsidiary. → See service: Multinational companies and subsidiaries