Corporate

The corporate form you choose determines your company's administrative cost, tax regime and operational flexibility for years. We advise on incorporating a Sociedad por Acciones (SpA) —the most versatile form for startups and growing companies, allowing a single shareholder and wide freedom to draft the bylaws—, a closely held or publicly traded Sociedad Anónima (SA) for regulated operations or those with multiple shareholders, a Sociedad de Responsabilidad Limitada (SRL) where greater formality is required, and the single-member EIRL.

We also handle reorganisations: conversions from one form to another without dissolution, spin-offs, mergers by absorption or by creation of a new entity, conversions for tax efficiency, and moving operations between vehicles. Each transaction is designed around its impact on existing contracts, bank facilities, regulatory licences, registered trademarks and headcount. We deliver the timetable, the budget, the deeds, the publications and the follow-on filings before the Conservador de Bienes Raíces, the tax authority (SII) and the municipality.

A well-drafted shareholders' agreement prevents most of the corporate disputes we see in practice. We draft agreements for SpA, SA and SRL companies with the clauses that matter: tag-along and drag-along rights, pre-emption and rights of first offer, transfer restrictions, deadlock and its resolution mechanisms (mediation, arbitration, Russian roulette, shotgun clauses), dividend policy, qualified majorities for strategic decisions, non-compete undertakings between shareholders and exit rules.

For companies with outside investment we structure anti-dilution clauses, liquidation preferences and founder vesting. We put robust governance in place: board charters, internal regulations, audit, governance and risk committees, conflict-of-interest policies, delegation manuals and approval matrices. Corporate governance is not bureaucracy: it is the infrastructure that lets a company grow without losing control.

Capital increases and investment rounds are legally dense transactions that combine corporate, contract and tax law. We advise on seed, Series A and later rounds, structuring the deal around its three key documents: a term sheet with specific binding clauses (confidentiality, exclusivity, expenses), the final Stock Purchase Agreement or Shareholders' Agreement with pro-rata rights, anti-dilution, liquidation preferences and board composition, and the due diligence annexes.

For ordinary increases among existing shareholders we prepare the extraordinary meeting, the amendment to the bylaws and the subscription. We coordinate with tax advisers on the treatment of goodwill, the valuation of in-kind contributions and the applicable regime. The goal is to close the round on terms that scale for future raises, without lock-ins that block later rounds or clauses that erode the founders' control.

Legal due diligence done badly is the difference between a successful acquisition and years of headaches. We run legal due diligence on the target across every critical area: corporate (incorporation, capital, bylaws, shareholder meetings, disputes), contractual (material contracts, exclusivity, change of control), employment (contracts, unionisation, liabilities, Ley Karin), litigation and contingencies, intellectual property and personal data, sector regulation, tax and social security, real estate and permits.

The report ranks findings by their impact on the value of the transaction: deal-breakers, price adjustments, conditions precedent and specific representations for the SPA. We advise buyers and sellers on negotiating the SPA, with particular attention to warranties and their limitations, escrow, earn-outs, post-closing non-compete and post-closing dispute resolution.

Winding up a company or restructuring a group requires legal, tax and operational coordination. We advise on dissolutions by shareholder resolution and dissolutions that occur by operation of law (expiry of the term, fulfilment of the corporate purpose, court judgment), handling the dissolution meeting, the appointment of the liquidator, the realisation of assets, payment of priority liabilities (employment, social security, tax, trade), the final accounting and the cancellation of the registration.

For group restructurings we design structures that are tax-efficient (use of carried-forward losses, merger neutrality), simplify the org chart, ring-fence risk by creating subsidiaries for critical business lines, or prepare an exit (carve-outs ahead of a sale). We stay with the transaction through to closing with the regulatory and registry authorities.