Corporate Criminal Compliance: Company Liability and Art. 31 bis CP in Spain
Guide to corporate criminal liability in Spain: Art. 31 bis CP, prevention models, compliance officer, grounds for exoneration and latest Supreme Court rulings.
Practical guide to challenging resolutions of the general meeting and the board of directors (Arts. 204-208 LSC, 2014 reform): nullity vs. voidability, 1-year/40-day expiry, standing and abuse of rights.
Spanish company resolutions are challengeable when contrary to law (void), contrary to articles (voidable), or damaging to the company's interest. The 2014 reform restricted challenges: purely procedural defects without impact on the vote outcome are no longer grounds.
Deadlines (caducidad): 40 days for shareholders who voted in favour; 1 year for all others from adoption or BORME publication.
Lexiel finds Supreme Court decisions on resolution challenges by defect type, calculates the applicable caducidad deadline, and drafts the challenge application.
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Get started freeGuide to corporate criminal liability in Spain: Art. 31 bis CP, prevention models, compliance officer, grounds for exoneration and latest Supreme Court rulings.
Guide to ordinary and extraordinary usucapión (Arts. 1940-1960 Civil Code): continuous possession, just title and good faith, periods of 10/20/3/6 years depending on the type of property, interruption, and declaratory action before the Land Registry.
Analysis of a company director's civil liability for acts contrary to the law or the articles of association, the business judgment rule, corporate and individual actions, the action for company debts (art. 367 LSC) and Supreme Court case law 2025-2026.