Commercial and Corporate law

Commercial and Corporate law

At Antelo-Mencheta Consultores, we specialise in Company Law, that is, commercial law or corporate law. We can advise you in all the areas of Mercantile Law that your business needs, both in business consultancy matters and in specific commercial transactions.

Most requested services:

Constitution of Companies.
Resolution of disputes between partners.
Insolvency proceedings .
Buying and selling share capital.
Modification of Articles of Association.
Extra-statutory agreements.
Contracts and commercial agreements.
Responsibilities of administrators.
Payment procedures.
Succession and planning for Family businesses.
Corporate restructuring.
Increases and reductions of share capital.
Dissolution of Companies.

There are countless rules, norms and laws that govern the relationships of companies, commercial transactions and the way in which people are linked to, or separated from, Companies. Whether you create a business or manage one, or if ever, due to adverse circumstances, you have to dissolve and liquidate a company, we will be supporting you to offer the best, sincere, clear, effective advice; we are there to watch over your interests.

In addition to the high added-value of the business and corporate advice that we can offer - thanks to the high degree of training and experience of our professional team - our integral service saves time and unnecessary procedures for our clients. Unlike other consulting companies, you and your company will not have to carry out any procedure with entities such as the Public Registries. Our team handles all the procedures in notaries and Public Registries. You only have to dedicate yourself to your business.


Constitution of Companies.

Starting a business is an important decision that can not be taken lightly. It is essential to plan correctly before choosing the best option from a multitude of alternatives, after considering issues such as the type of activity, the number of partners, the participation of shareholders, the legal form to adopt, relationships between the participants, monetary or other contributions, selection of the structure that optimises taxation, and a host of other factors to consider.

Keep in mind that the statutes constitute the code that will govern the day to day running of your company, as well as the relationships between partners. It is a future project in which you will invest effort, time and money, in order to prosper over a long period of time. Therefore, it is very important that you first consider and plan. We will help you to provide adequate wording for your Articles of Association, so that the operation of your business meets your needs and complies at all times with commercial regulations.

Regardless of whether or not you hire us to set up your company, we recommend that you put yourself in the hands of a good business advisor to guide you on these aspects, and to explain the pros and cons. Our experience shows us that in this way, many problems that arise between partners years later are avoided.

At Antelo Consultants, we create a made-to-measure solution for the constitution of your company, and we prepare statutes based on the particular needs of the partners.

We can add innovative clauses that:
• Allow you to exercise control over the company at any time and remove those partners who do not contribute value, capital or work to the achievement of corporate objectives.
• Such clauses can oblige partners to carry out certain activities, and that their non-compliance can result in their expulsion from the company. • In case of conflict or lack of agreement between partners, an anti-blocking measure can be introduced to stop the activities of the company becoming paralysed.


Resolution of disputes between partners:

We must not forget that behind companies, even multinationals, there are people, and people have family, friends, emotions, feelings, anger, alienation and a huge variety of emotional states that can affect the operation of a business. Or perhaps there is simply a disparity of criteria on how to best run the business. A company with partners, or even without them, is the closest thing to marriage. If there are marriages that end in divorces, we should anticipate that problems can also arise between business partners if there is money involved. It is as well to be aware of the possibility.

When this situation negatively and repeatedly affects the operation of the company, a good business advisor acts as an independent marriage counsellor, who can help you to avoid the potholes, clear up misunderstandings and get the company back on track. In case of reaching a total impasse, it is time to separate the partners, either voluntarily or forcibly.

Sometimes, one of the parties to the conflict may act against the interests of the company, blocking agreements or causing damage. We can help you achieve the exclusion of a harmful partner and request recompense for the damages caused.

Are you a minority partner and are you being marginalised? Or are you a majority partner and the junior partners are causing problems?

We can advise you so that your voice and vote have the authority they deserve. Whether you are a majority or minority partner, we will defend your interests.

Do you want to separate from your partners?
Advice on the circumstances that allow separation from a Company.
Has any partner acted illegally?
We can help you to avoid responsibility for illegal actions of partners and administrators in the event of corporate crime (false declarations, abusive agreements, denial of rights or fraudulent administration)
Liability claims against partners and/or administrators:
We are experts in this type of claim, whose purpose is to stop administrators who commit irregularities. You can ask for compensation for such acts against the company.

  Remuneration of partners and administrators
Not only do you have to do the right thing, but you also have to be seen to do the right thing.
We advise you on the way in which partners and administrators who provide services to the company may receive their remuneration. A very common practice is that the statutes say that the position of administrator is not remunerated. But where administrators are, in fact, receiving some kind of compensation, it can be a cause for conflict with a partner who considers it to be misappropriation.


Corporate restructuring

Transformation of Limited Companies ↔ Partnerships ↔ Cooperatives or vice versa.

Transfers of assets and liabilities.

Total and partial divisions.

Capital increases and reductions to compensate for losses. In this way, dissolution of the company is prevented and partners avoid responsibility due to lack of personal funds or share capital.

Dissolution and liquidation of companies.