European Platform for digital connection of Commercial Registries
New system in place for interconnecting Commercial Registries in Europe
Directive 2012/17/EU, developed by the Commission Implementing Regulation (EU) 2015/884 of 8 June 2015, established a system for interconnecting Business Registers in the European Union, based on an e-justice portal that links the central European platform to national Company Registries.
In Spain, these regulations have been transposed by means of a series of reforms that involved a modification to the Code of Commerce and led to the Order of 9 May 2017, of the General Directorate for Registries and Public Notaries, on the interconnection of business registers.
Following this major reform, information about any company registered in any member state may be requested via Internet from any other member state, which will streamline transactions and in many cases avoid lengthy legalisation procedures such as the famous Hague Apostille.
This measure will, for example, make it easier to deposit accounts of foreign parent companies in cases of consolidated groups or the accounts of foreign companies with branches in Spain.
Who is really the other Party in the negotiation of the Collective Bargaining Agreement?
Spanish Supreme Court issues Judgement on validity and scope of application of a Collective Bargaining Agreement
Many companies took advantage of the labour reform of 2013, prioritising Company agreements over Sectorial ones, to avoid the application of the correspondence principle in Labour Law (which orders that an Agreement can only be applied to workplaces where the negotiators are represented) and impose less favourable conditions on workers at all of their workplaces, having only negotiated with those at the main site, which in many cases were “yellow unions”.
Recently, the Supreme Court declared null and void a subsection of a Collective Bargaining Agreement that sought to apply said Agreement to all of a company’s workplaces, when it had only negotiated with one of them. However, the same Sentence clarifies that the Collective Bargaining Agreement is valid within the scope of representation in which it was negotiated, i.e. it is applicable to workplaces whose representatives participated in the negotiation.
This Judgement has come shortly after the Supreme Court clarified that in order to file a claim against a Collective Bargaining Agreement there is no need to possess the necessary legitimation to negotiate a new one.
Debts of a Spanish liquidated Company
Spanish Supreme Court confirms that a liquidated company is responsible for its debts
The General Directorate for Registries and Public Notaries set a clear criterion: creditors may make claims for outstanding debts from a company, even when the latter has been dissolved and liquidated, given that it maintains its legal personality for the said purposes.
Most jurisprudence has shared the aforesaid criterion, but until now there have been contradictory verdicts, whereby creditors depended on the interpretation of the specific court hearing their plea.
Through this new Sentence, the Supreme Court has unified its doctrine and adopted the criterion of the General Directorate for Registries and Public Notaries: “Creditors should not be deprived of the possibility of directly addressing the company, through representation of its receiver, to present judicial claims regarding the debt”.
New regulations in Spain concerning international posting of workers
Spanish Royal Decree-Law 9/2017, of May 26, which transposes European Union directives on financial, trade and healthcare areas, and on theposting of workers in the framework of the provision of services
The transposition of the EU Directive on matters of international posting of workers has two clear purposes:
The first is to establish a more comprehensive and operative system of penalties.
The second is to create the requirement for the designation of two items:
· The physical or legal entity in Spain that is designated by the company as its representative to serve as an intermediary with the competent Spanish authorities and for sending and receiving documents or notifications, when necessary.
· The person that can act in Spain in representation of the company providing services in procedures for informing and consulting workers, and in negotiations, which affect workers that have moved to Spain.
Increase of Tax pressure in Catalonia
New tax in Catalonia on the possession by legal entities of non-productive assets
Law 6/2017, of May 9, on the taxation on non-productive assets of legal entities, which came into force last May 13, has led to the creation in Catalonia of a new regional tax on the tenure of certain assets that are considered non-productive: immovable property, motor vehicles of 200 HP or more, recreational vessels, aircraft, objects of art and antiques of a value greater than that established by the Law on Historical Heritage and Jewellery.
The purpose of this Law is to avoid tax evasion, but it is also a way for the Government of Catalonia to find loopholes in Spanish fiscal law to gain additional tax revenue. The outcome is a regional increase in tax pressure on top of increasing tax pressure on a national level.