Commercial and Corporate
Specialized legal advice on corporate and commercial contract matters.
We support you in both the most complex strategic operations and in providing day-to-day legal advice to your company.
Drafting and reviewing the most common contracts in our clients' business activities.
Preparation and analysis of specialized contracts (agency, franchise, works and services, supply, distribution, among others).
Negotiation of terms and conditions, ensuring legal protection and balance of interests.
Contract review and identification of risky clauses, as well as proposed adjustments to prevent future conflicts.
Advice on contract interpretation and compliance, resolving doubts and conflicts throughout the commercial and legal relationship.
Contracts with consumers and users.
Assistance in applying Spanish regulations in your field of activity.
Commercial Contracting
Corporate Law
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Ongoing advice to the general meeting and the company's administrative body on corporate matters.
Company secretarial services and advice on all types of corporate agreements at board meetings or administrative bodies, and all types of procedures before notaries and the Commercial Registry.
Compliance with commercial obligations, maintenance, and legalization of books.
Drafting and review of corporate governance standards (articles of association, board and council regulations, codes of ethics and conduct).
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Convening and organization of shareholders' meetings.
Exercise of members' right to information.
Acting as proxies or representatives at shareholders' meetings.
Drafting of minutes of shareholders' meetings and certifications.
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Capital increases and reductions
Securities exchanges
Purchase and sale of shares
Change in the par value of shares
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Comprehensive advice on drafting, reviewing, and negotiating partnership agreements at any stage of the company's life cycle.
Preparation and review of all necessary documentation for investment agreements, such as Letters of Intent (LOI), Memoranda of Understanding (MOU), or Term Sheets.
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We advise throughout the process of transferring the registered office of foreign companies to Spain, ensuring compliance with all legal and registration requirements to guarantee an orderly transition in accordance with Spanish regulations.
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Legal and economic assessment of the company's situation.
Preparation of dissolution and liquidation agreements, final balance sheet, and distribution of company assets.
Management of all notarial, registration, and public administration procedures until the dissolution of the company.
Corporate Conflict and Directors' Liability
Our services include:
Resolution and mediation of disputes between partners, or between partners and administrators.
Representation and defense of minority shareholders and protection of their rights.
Legal proceedings to challenge corporate resolutions.
Liability actions against administrators and liquidators.
Advice on deadlock situations, internal reorganization, and adoption of agreements.
Legal representation and defense before arbitration tribunals and courts.
Small Market M&A (SMEs) and Corporate Restructuring
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We specialize in assisting small and medium-sized companies, as well as entrepreneurs, throughout the entire process of buying and selling companies, providing legal rigor and strategic vision, allowing buyers to take advantage of real opportunities for improvement, and sellers to capture the value built up over the years.
Conducting legal due diligence and preparing reports with conclusions and recommendations for the transaction.
Negotiation and formalization of preliminary agreements and contracts for the sale of companies or business units.
Drafting and closing of supplementary agreements related to the transaction. Sale and purchase agreements (SPA), Shareholder Agreements (SHA), Post-closing agreements.
Coordination with tax and financial advisors for integrated execution of the transaction.
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In the area of structural changes, we offer comprehensive advice aimed at studying and implementing the most appropriate corporate options to strengthen internal organization and improve the efficiency of the company.
Transformation of companies (from SL to SA, or vice versa).
Mergers (takeover or creation of a new company).
Total and partial spin-offs.
Segregation of business units.
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At Forja Legal, we support buyers and investors by providing legal certainty at every stage of the transaction. Through legal due diligence, we carry out a comprehensive analysis prior to any acquisition, investment, or merger, which allows us to accurately assess the legal situation of the target company or asset, identify risks, and facilitate informed decision-making.
Comprehensive review of corporate, contractual, and regulatory compliance documentation.
Identification and assessment of legal risks relevant to the transaction.
Preparation of clear reports with conclusions and practical recommendations.
Support in negotiating aspects arising from due diligence.
Among the services we offer are:
Defense against imitations, copies, and exploitation of others' reputations.
Actions due to confusion in the market or diversion of customers.
Advice and complaints regarding deceptive practices, material omissions, and illegal advertising.
Protection against the violation of trade secrets and the misuse of confidential information.
Actions for defamation, unfair comparisons, or improper exploitation of the reputation of third parties.
Review and advice on advertising matters to ensure regulatory and ethical compliance. Drafting of advertising contracts.
Advertising Law and Unfair Competition
Creation of Companies and Entities
We specialize in setting up the following types of companies and entities:
Limited liability companies and corporations
Professional societies
Foundations and associations
Economic Interest Grouping
Branches
Representative offices
We can also help you start up your business or activity as a sole proprietor.
