Shareholders Agreement In Spanish

However, shareholder agreements are not applicable to the company of the shareholders they sign, so they are not enforceable against third parties, as shown in Article 29 of the Spanish Capital Companies Act (LSC): “Article 29. Agreements reserved. Shareholder agreements that are not included in the by-laws are not applicable to the company.¬†With regard to the validity of shareholder agreements, in addition to the essential requirements for the validity of the contracts covered by Article 1.261 of the Spanish Civil Code, i.e. (i) consent (ii) purpose iii) cause; such agreements must respect law, moral order and public order (Article 1.255 BGB in relation to Article 6 of the law). Shareholder agreements avoid the rigidity of commercial law through the use of civil law. They are contractual in nature and the general theory of obligations of the Spanish civil code applies to them. Similarly, they have the force of law among the shareholders they sign, in accordance with Article 1.091 of the Spanish Civil Code, which states that “the obligations arising from contracts have the force of law between the contracting parties and must be respected in accordance with their provisions.” Shareholder agreements are agreements between two or more shareholders of a company that regulate matters that are not provided for by the statutes in order to complete their internal relations. Shareholder agreements are the broadest possible expression of the freedom of choice of the shareholders they sign, which is based on the following reasons: in order to determine the validity of shareholder agreements, they must analyze each of them, clause by clause, and take into account the nature of the company concerned and the mandatory rule that is in contradiction. , if any. Similarly, Article 28 of the Spanish Capital Corporations Act adds that they do not oppose the “determining principles of the type of business concerned”, an indefinite legal concept that has not been specified by the legislature, but which in most cases is defined as the mandatory rules that apply specifically to one type of business, i.e. by an explicit provision.

, or through means of interpretation (for example. B the limited company is essentially open, while the limited company is closed). On the other hand, shareholder agreements may be contrary to the provisions of the Spanish law on capital companies and even to the company`s statutes. Article 28 of the Spanish Capital Corporations Act (Ley de Sociedades de Capital – LSC): “Article 28. Independence of intent. The constitution and statutes may also include agreements or conditions that the founding shareholders deem appropriate, provided they are not unlawful and do not violate the principles of the nature of the company concerned.” And to Article 1.255 of the Spanish Civil Code (ZK): “Article 1.255.

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