Foundations

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Foundations

If you are an entrepreneur and perform activities related to the care of the elderly, health and care work, children, education, R & D, business development, social action, sports activities, culture, occupational insertion, natural parks, employment, etc. and are not legally constituted as a foundation, you may be missing out on opportunities.

Using a foundation to offer these types of activities is accounted for by law, and allows individuals and companies to enjoy important tax incentives: certain exemptions from corporate tax, exemption from IBI, IAE and value added on urban lands tax, etc.).

In ALCAZAR LAWYERS AND CONSULTANTS we have experts in the constitution and management of foundations.

Gifts and donations, contributions from collaborators, subsidies, income from assets, tax-exempt economic activities, etc., are income exempt from corporation tax.

Other tax-exempt economic activities are the provision of services for the promotion and management of social action, as well as the following activities (including auxiliary or complementary activities, such as ancillary services for food, accommodation or transport): child and youth protection, assistance to the elderly and persons with disabilities, including training, community and family social action, hospitalization and health care, education and training.

Donors also obtain deductions from income tax (IRPF), of more than 25% if it is multiannual or 70% up to the first 150 euros, and for companies of more than 35% of the corporate tax quota.

In conclusion, foundations are:

· the most useful tool for attracting public and private funds.

· the legal constitution that offers most continuity in the future, bringing more substance and consolidation to the project.

· more agile and flexible.

· more linked to society, to which it contributes with an even greater service because of the tax benefits involved.

· less aggressive than commercial companies because of the social nature of the work.

· more prestigious and credible.

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Business restructuring

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Business restructuring

Corporate restructurings are commercial operations (mergers, spin-offs, segregations, etc.) carried out within a company or group of companies pursuing different objectives, such as:

- Protecting personal assets and diversifying risks.

- Tax optimization of a group of companies.

- Implementation of a plan related to the tax on successions and donations.

- Saving on administrative costs and simplifying management.

 - Design of international company structures.

- Integration with other companies.

- Optimization of HR management (application of different collective agreements).


At ALCAZAR LAWYERS AND CONSULTANTS, we have a wealth of experience in advising and planning corporate restructuring, including transformations, mergers, spin-offs and global assignments of assets and liabilities.

All corporate restructurings are carried out with a multidisciplinary approach. In all projects, teams are formed with experts in commercial, accounting, labour and tax areas, giving us a complete view of the restructuring operation.

Based on a meticulous examination of your corporate structure, and a broad analysis of the legal, tax, accounting and labour aspects of the restructuring operation, we will propose the best possible solution for your case, tailored to your needs.

It should be noted that the fiscal cost of restructuring operations may be practically zero if they can be covered by neutrality and deferral of corporate income tax.

If you or your company are considering a corporate restructuring operation, contact us and we will advise you on the most efficient solution.

 

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Start-ups

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Start-ups

At ALCAZAR LAWYERS AND CONSULTANTS we have a team of professionals with a wealth of experience in providing comprehensive advice to entrepreneurs, start-ups and spin off projects.

Our multidisciplinary team allows us to help and guide you in the main obstacles that can arise in the preliminary or initial phases of a project, as well as in its constitution, access to the market and further development.

The main areas in which we advise entrepreneurs and start-ups:

- Investment structures: study and analysis of the legal form best suited to develop and carry out your project, advice on drawing up partner agreements, restructuring operations, legal reviews (due diligence), etc.

- Taxation: Advice on efficient tax structures for entrepreneurs and start-ups (VAT optimization), advice on tax deductions and incentives (Patent Box), day-to-day management, etc.

- Employment: Advice on hiring staff, advantages and incentives for entrepreneurs and start-ups, day-to-day management, implementation of programs to retain talent, non-competition agreements with workers, confidentiality agreements, etc.

- Business plans: We help entrepreneurs to develop and adapt business plans to the requirements of investors (risk capital, business angels, public and private institutions, etc.), and we carry out specific financial audits, etc.

- Financing: We advise entrepreneurs and start-ups on finding and obtaining the best sources of financing in projects and we carry out refinancing of business projects.

- Industrial and intellectual property: We help entrepreneurs to protect and safeguard their intangible assets (patents, brands, utility models, designs, know-how, etc.), as well as in the preparation and drafting of technology contracts.

- Responsibility: Advise for entrepreneurs and start-ups on protecting their responsibility against third parties, implementation of corporate compliance programs, etc.

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Bank Products claiming

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Bank Products claiming

In recent years, many people have been affected by engaging "toxic" products with financial institutions (swaps, preference shares, multicurrency mortgages, IRPH mortgages, “clausulas suelo” or floor clauses, subordinated debt, structured deposits, Bankia IPO, etc).

In many cases, these products were marketed by financial entities failing to comply with many banking regulations and failing to fulfil their transparency obligations to customers in their marketing process.

At ALCAZAR LAWYERS AND CONSULTANTS we have extensive experience in advising and claiming compensation for "toxic" financial products from financial institutions, and we have also been pioneers in declaring the legal nullity of some of these types of products in cities such as Zaragoza, Granada or Málaga.

If you or your company has been affected by any of these "toxic" products, do not hesitate to contact us (the first consultation is free) and we will advise you on your case

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Corporate Compliance

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Corporate Compliance

The criminal liability of legal persons was introduced into our legal system with the constitutional law 5/2010, and since then, any legal person can be imposed a wide range of penalties, among others:

- Dissolution of legal entity.

- Temporary suspension of activity.

- Closing of premises and establishments.

- Ineligibility for subsidies, public aid and contracts with the public sector, and disentitlement to benefits and incentives related to tax or Social Security.

- Judicial intervention.

- Fines.

In addition, it should be noted that the most important penalty is the reputational and social damage (negative publicity) that the company may suffer from any criminal conviction.

Examples: crimes against the environment, crimes against public health, crimes against the rights of foreign nationals, offenses against the tax office and Social Security, crimes against intellectual and industrial property, the market and consumers, money laundering, etc.

In this sense, the recent constitutional law 1/2015, establishes a regime of exemptions that allows legal persons to safeguard their criminal responsibility.

To do this, the law obligates companies to adopt and execute programs of criminal risk prevention (Corporate Compliance), thus establishing models of organization and management to prevent crime or reduce the risk of their commission.

Likewise, the implementation of this type of program improves the institutional reputation of the company, since it is a competitive measure and generates confidence in suppliers, clients, investors and shareholders.

In ALCAZAR LAWYERS AND CONSULTANTS, we have extensive experience in the implementation of this type of program. If you want to protect your business from the possible criminal risks existing in your company, contact us and we will advise you on the implementation of a program of prevention of criminal risks (Corporate Compliance).

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Shareholders´ agreements

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Shareholders´ agreements

Shareholders’ agreements are intended to regulate the operation (governance and management) of the company, as well as the relationship between partners in their role as partners, and the future development of the company’s activity.

Corporate legislation cannot regulate certain matters, or, sometimes the law works differently to how many partners or shareholders presume.

For this reason, in order to avoid unpleasant surprises or a business closing down due to conflict, it is wise to regulate certain matters for the correct "coexistence" of the different company partners.

Shareholders’ agreements usually regulate key aspects of the management and administration of the company (majority vote needed in key matters, business strategies, remuneration of certain positions, etc.), as well as the relations between shareholders (non-competition and confidentiality agreements, entry of new partners, departure of members, penalties for non-compliance, cases of transfer of shares between partners, etc.).

Shareholders’ agreements are not opposable to the company, but they have full effectiveness among the shareholders, for whom they hold the force of law, and who agree to fulfil its dictates. The content of the agreement implemented in the statutes is opposable to the company and third parties.

In ALCAZAR LAWYERS AND CONSULTANTS, we have extensive experience in advising clients to formalize shareholders’ agreements, thus clearly establishing the "rules of the game" in the company, and helping to guarantee the company’s survival in the future.

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Audit

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Audit

At ALCAZAR, we have an Audit department with extensive experience and expertise in national and international firms.

ALCAZAR is registered in the ROAC (Official Register of Auditors of Spain) and is a member of the ICJCE (Institute of Statutory Auditors of Spain).

At ALCAZAR, we provide a quality service dealing closely with the client, helping to improve any potential weaknesses detected in the preparation of reports.

Our auditing team have experience in the following areas: industrial, distribution, administrative concessions, construction and real estate development, agricultural, automotive, education, renewable energies, catering, sports, foundations and associations, public sector, universities, start-ups, etc.

Our auditors provide the following audit services:

- Audit of annual accounts (individual and consolidated).

- Balance audits (increase and reduction of capital).

- Audit of subsidies, loans with subsidized interest and other aid.

- Reviews.

- Reports of agreed procedures (such as reports of compliance with certain ratios for financial institutions - covenants).

- Valuation of companies within sale processes.

- Expert economic evidence.

- Financial due diligences.

- Conversions in accounting principles (IFRS).

- Specific reports of sustainability (Ecoembes) and electrical appliances (ECOTIC).

- Special jobs and audits for the public sector (city councils, provincial councils, universities and other public sector companies, etc.).

- Preparation and review of report packages in subsidiaries with parent companies in Spain or abroad, for both Spanish GAAP and IFRS, US-GAAP, etc.

Whether you want to improve the image of your company with banks, customers, suppliers and partners / shareholders, or your company simply has an obligation to audit – either for legal or statutory reasons, do not hesitate to contact ALCAZAR and our expert auditing team.

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Due Diligence

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Due Diligence

When buying or selling a company, it is essential to know the state of its assets and current legal, fiscal, labour and procedural situation, in order to make a correct valuation of it.

Due Diligence is the process of reviewing all areas of a company in order to verify that the company's accounts reflect its true image, and that its revenues correspond to reality, as well as to detect any contingencies or irregularities in any area of the business.

In the due diligence review process, we check that the company complies correctly with all its legal obligations. The process includes revising such aspects as the company's title deeds, the status of its assets and liabilities, compliance with tax and labour regulations, any legal proceedings currently in progress, ownership of trademarks or trade names of the company and verification that the company is up to date with its Social Security and employment obligations.

At ALCAZAR LAWYERS AND CONSULTANTS, we carry out due diligence using a multidisciplinary approach with a team of professionals from the financial, legal, labour, fiscal, accounting and criminal fields.

We recommend you contact us before acquiring or selling a company, to inquire about the process of due diligence. This process will offer you an objective and in depth perspective of the company in question, and provide you with tools to negotiate the price and guarantees in the transaction. We have a wealth of experience in the sale processes of companies and we frequently find that contingencies or risks come to light that the buyer would not otherwise detect.

If you are thinking of acquiring or selling a company and want to avoid surprises and handle the process successfully, do not hesitate to contact us.

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Patent Box

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Patent Box

The assignment of intangibles or Patent Box is a tax incentive provided for in article 23 of the Corporate Tax (IS) Law which rewards research, development and innovation in companies.

To benefit from this tax advantage, there must be a transfer of intangible assets, that is, the company that has generated a patent, utility model, industrial design (drawings, plans, formulas or secret procedures) or know-how, hands it over to another company.

The revenue obtained by the transferee company on the assignment of the intangible asset will be taxed on its IS, with a reduction of 60% on the tax base.

This tax benefit can be applied by any type of company and is fully compatible with the R & D deduction.

At ALCAZAR LAWYERS AND CONSULTANTS, our experts from the fiscal, legal and accounting areas work in a multidisciplinary team to assist the implementation of this tax benefit.

If your company has a large volume of activity in the R & D area, or is a franchisor, do not hesitate to contact us and we will carry out a preliminary study (free of charge), on the use of this tax benefit for your company.

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