| TAX ADVISORY SERVICES |
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| CORPORATE SERVICES |
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| ADVISORY SERVICES IN LABOUR LAW MATTERS |
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| ADVISORY SERVICES IN THE MATTER OF FOREIGN INVESTMENTS |
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| ADVISORY SERVICES IN THE MATTER OF ADMINISTRATIVE LAW |
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| ADVISORY SERVICES IN THE MATTER OF REAL ESTATE LAW |
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| SERVICES IN THE MATTER OF SUBSIDIES |
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| ADVISORY SERVICES IN THE MATTERS OF AUDIO-VISUAL AND COPYRIGHT LAW |
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| SETTLEMENT OF DISPUTES |
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| EU LAW |
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| COMPETITION LAW |
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TAX ADVISORY SERVICES
1. General planning of the Company's taxation and investments to be carried out by structuring them in the most efficient way from the point of view of taxes with implementation of those company structures that enjoy the highest tax benefits in Spain.
2. Advisory services on legal regulations and novelties in tax matters, and recommendations trending to maximize tax saving in the Corporation Tax, the Value Added Tax, the Transfer Tax and Stamp Duty, the Excise Taxes, the Personal Income Tax and the Local Taxes.
3. Preparation of Tax Returns related to the Personal Income Tax, the Corporation Tax and the Value Added Tax, the Transfer Tax and Stamp Duty, the Excise taxes, the Municipal Tax on Property, the Municipal Tax on Rise in Value of Urban Land, the Administrative Charges, the Special Levies and other autonomic, state and local taxes, Statement of Commencement of Business Activities, registration on the register of entrepreneurs, list of operations with third parties and in general, applications for registration, removal from register or modification in connection with the Taxes referred to above.
4. Revision and analysis of possible tax contingencies incurred by the Company and regulation of those situations involving a tax risk.
5. Defence of the Company's interests before Tax Inspections and from time to time, administrative and judicial remedies against the resolutions made by Tax Authorities that may be contrary to interests of the Company.
CORPORATE SERVICES
Ordinary maintenance services for companies:
1. Drawing up of accounts by the Board of Directors.
2. Approval of accounts by the General Meeting of Shareholders.
3. Depositing of accounts at the Mercantile Register.
4. Appointment of auditors, if applicable, and advisory services in connection with the signing of the auditing contract.
5. Transcription of Minutes from the Minute Book.
6. Assumption of the position of Secretary at the Meetings of the Board of Directors and acting as Consulting Solicitor of the Board of Directors.
7. Appointment and renewal of the positions in the Board of Directors (every 5 years).
8. Carrying out of any modification in the articles of association that might be required: change of domicile, corporate purpose, administration bodies, etc.).
9. Execution of powers of attorney (including the design of the structure of powers of the Company, if required).
10. Capital increase and reduction.
11. Sale contracts for shares.
12. Handling of the relevant taxes before the tax office and payment of such taxes.
13. Regular sending of the updated corporate data of the client's company to our CLIENT.
Specific services:
1. Re-arrangement of the corporate structure of groups of companies and design of corporate structures based on parent, subsidiary and investee companies in Spain and abroad.
2. Acquisition of companies in and out of the Stock Exchange.
3. Merger and splitting of companies.
4. Dissolution and liquidation of companies.
5. Temporary receivership.
6. Bankruptcy.
ADVISORY SERVICES IN LABOUR LAW MATTERS
1. Integral advisory services in the matter of contracts and Human Resources:
- Preparation and supervision of ordinary or special contracts (senior officers, commercial representatives, etc.), temporary contracts and employment policy.
- Reports on allowances, subsidies and other institutional aids in the creation of jobs.
2. Legal advice in the exercise of the organizational and disciplinary powers of the Company:
- Opening of working centres.
- Modification of working conditions (hours of work, salaries, etc.)
- Functional and geographic staff mobility; acquired rights and indemnities.
-Termination of employment contracts: dismissals and other penalties; force majeure, redundancy measures, lockouts.
- Staff restructuring in general.
3. Professional services in all the negotiations, conciliations before the SMAC (Mediation, Arbitration and Conciliation Service) or the Industrial Tribunals, administrative enquiries or legal actions that might be required; legal and procedural representation of the company in all judicial, administrative or trade union proceedings.
4. Assistance in collective negotiations; agreements, collective disputes and other required services before the legal representatives of the workers.
5. Assistance and coordination of the private agencies specialized in dealing with legal and administrative work in charge of the formal and accounting obligations of the company (payrolls, books, social insurances).
6. Control and information on Safety and Health at Work regulations.
7. Follow-up in the matter of industrial infringements and penalties: representation and defence of the company before Labour Inspections, the National Employment Institute and all the bodies and institutions that may be competent.
8. Services in the matter of Social Security before the National Employment Institute and the Social Security General Treasury, etc. and Management of social insurances, as well as services and subsidies in favour of the staff.
ADVISORY SERVICES IN THE MATTER OF FOREIGN INVESTMENTS
1. Tax, corporate and bank preparation and planning of the foreign investment project.
2. Adaptation of foreign investment projects to the legislation currently in force in the matter of foreign investments and exchange control.
3. Management and obtainment of the required administrative permits and/or verifications for the putting into operation of the foreign investment in Spain , in whatever form (in real property, in portfolios, direct investments, technology transfers).
4. Presence and assistance before the Spanish Authorities whenever required to obtain the administrative verifications and/or permits for carrying out the foreign investment in whatever form it may adopt.
5. Control, advice and management of the whole bank operations involved in the entering of the means of contribution from abroad for the purpose of carrying out the foreign investment in Spain.
6. Preparation of the required public documents for legalization of the foreign investment in Spain , as well as advice and personal assistance at the time when the public documents are legalized.
7. Follow-up of the foreign investment through all its possible aspects (mercantile, labour, tax matters).
8. Control of the tax liabilities to which the holder of the foreign investment is subject during the existence of such investment.
9. Management and control of the possible divestment processes of the foreign investment.
ADVISORY SERVICES IN THE MATTER OF ADMINISTRATIVE LAW
1. Advisory services in administrative contracting procedures.
2. Compulsory purchase order procedures.
3. Preparation and procedure for obtaining administrative concessions: advice to the Administration and concession holders.
4. Administrative and contentious-administrative procedures.
5. Water, mountain and mine rights: negotiation and procedure for obtaining concessions, permits and authorizations; contracts for assignment and lease of rights.
6. The environment: advisory services in the matter of environmental impact assessment, integral environmental auditing; regulations on industrial waste; environmental reconstruction; advisory services and procedure for obtaining the required permits for facilities.
7. Industry: advisory services in the matter of regulations on industrial quality and standardization.
ADVISORY SERVICES IN THE MATTER OF REAL ESTATE LAW
1. Corporate and tax advice and strategy in the purchase, lease, transfer and encumbrance of real estate.
2. Negotiation and drawing up of contracts and registration and town-planning documents for carrying out works and the opening of facilities.
3. Advisory services in and handling of land reassessment procedures.
4. Advisory services in the matter of Town-planning Law and procedures regulated by the Land Law.
5. Civil, registration, administrative and contentious-administrative procedures.
6. Contracts and advisory services for estate agents.
7. Legal advice and collaboration in the management and administration of office buildings and residential, tourist and holiday complexes.
8. Foreign investment in real estate.
SERVICES IN THE MATTER OF SUBSIDIES
1. Analysis of investment projects in order to determine those areas or matters, which may be subsidized.
2. Search and legislative identification of subsidies and aids, both direct and indirect. (Tax incentives, tariff exemptions, Social Security Allowances, Training Courses).
3. Preparation of strategies for projects capable of being subsidized as well as assistance in the preparation of such projects and applications.
4. Preliminary negotiations, submission and management and obtainment of applications, follow-up and control of administrative procedure for granting subsidies.
5. Assistance in the execution, performance and conditions of the project, and justification of the investment carried out, as well as management and obtainment of the most suitable sureties (guarantees, mortgages, etc.), if required.
ADVISORY SERVICES IN THE MATTERS OF AUDIO-VISUAL AND COPYRIGHT LAW
1. Advice in the matter of Copyright and the rights of producers, directors, scripwriters and performers, and regulations providing for their waiver or assignment.
2. Advice on regulation of reproduction, distribution, showing, edition and public communication of audio-visual works and phonograms.
3. Preparation of Contracts between Producers and Scriptwriters, Directors, Actors and Technicians, Contracts for co-production and/or copyright assignment on an audio-visual work.
4. Advice on regulations related to the distribution and showing of cinematographic works and their public communication by television.
5. Legal proceedings and actions intended for the defence of copyrights.
6. Advice on aids and tax benefits for production of audio-visual works.
SETTLEMENT OF DISPUTES
1. Preparation and analysis of the possible legal actions for an adequate defence of the client's interests before the Courts of Justice.
2. Legal conducting and defence of the client's interests in all kinds of proceedings before the civil, criminal, labour and administrative jurisdiction.
3. Legal conducting and defence of the client's interests in arbitration proceedings.
4. Enforcement in Spain of judgments given by foreign Courts.
5. Preparation of actions and legal conducting of criminal procedures in the matter of economic offences and infringement of patent's rights or copyright.
EU LAW
1. Advice on EC regulations, follow-up of regulatory projects and analysis of its possible consequences.
2. Advice in the matter of the free traffic of goods and interdiction of obstacles to such freedom.
3. EU Competition Law.
4. Proceedings before the European Commission or the Courts of Justice of the European Communities.
5. Common Agricultural Policy: advice on regulations, aids, and taxes and charges.
COMPETITION LAW
1. Advice on practices, which are contrary to the Competition Law. Analysis of agreements for exclusive distribution, franchises, exclusive supply, selective distribution systems, research and development, and specialization. Application and obtainment of singular authorizations of agreements and contracts before the Restrictive Practices Court .
2. Advice on legitimate exercise of patent's rights and copyrights when in conflict with the right to free competition.
3. Mergers and acquisitions. Notification, if applicable, before the Restrictive Practices Service.
4. Legal conducting of punishing procedures before the Spanish administrative or legal authorities.
5. Proceedings and actions in defence of the client's interests against practices that may constitute an unfair competition or infringement by third parties of the Restrictive Practices Law.
ABOGADOS