Before 31 December: is your company in order?

Shareholders' agreement. Without one, a shareholder's exit and any disagreement are governed only by the law and the articles, which leave little room. Adding a ground for expulsion to the articles later on requires the consent of every shareholder (article 351 of the Spanish Companies Act). It is signed while everyone still agrees.

50/50 shareholders. With two equal shareholders, one disagreement is enough to block approving the accounts, appointing a director or selling. If the general meeting cannot function, the company falls into a ground for dissolution because its governing bodies are paralysed (article 363.1.d). A negotiation period, a mediator chosen in advance and an agreed exit prevent it.

Losses and dissolution. If losses bring net equity below half of the share capital, there is a ground for dissolution (article 363.1.e), unless the capital is increased or reduced enough. The director has two months to call a general meeting (article 365). Otherwise, the director becomes personally liable for the company's later debts (article 367). It is worth checking with the year-end accounts in front of you.

Director's pay. The role is unpaid unless the articles say otherwise and set out how it is paid. The general meeting must also approve the maximum annual amount (article 217). Pay without that basis can be challenged within the company, and it is worth reviewing with your tax adviser too.

Filing the accounts. If they are not filed, the Registry closes the company's sheet: while the default lasts, almost nothing agreed afterwards can be registered (article 282). There may also be a fine (article 283).

Register of shareholders. Every limited company must keep one (article 104), and any bank, investor or buyer will ask for it. It is much easier to put it in order now than in a hurry in the middle of a deal.

Representative before SEPBLAC. Royal Decree 813/2026 comes into force on 28 October 2026. Small obliged entities have until 28 July 2027 to notify their representative. Before then, the person has to be chosen and the declaration prepared with its documents.

Sale or new investor. A buyer or investor will review contracts, title, debts, licences and litigation. Whatever turns up unexplained ends up as a lower price, warranties or retentions. Preparing it in advance leaves time to fix things and puts you in a better position to negotiate.