Comprehensive legal services for businesses

Complete legal coverage

A business needs legal certainty to grow. Every contract signed, every employee hired, every commercial operation, and every relationship with suppliers and clients has a legal dimension that, if neglected, can become an expensive problem. Our comprehensive legal advisory service covers every critical area of business law under a single team with a coherent approach.

We integrate into your operations as if we were your in-house legal department, with the advantage of bringing the multi-sector experience that only an external firm with a diverse portfolio can offer. We know your business, your sector, and your goals, and that allows us to provide contextualised advice, not generic guidance.

Practice areas

• Commercial and corporate law: Company formation, shareholders’ agreements, general meetings, articles amendments, corporate transactions, corporate governance
• Employment law: Employment contracts, dismissals, furlough schemes, collective bargaining, equality plans, occupational health and safety, labour inspections
• Commercial contracts: Drafting, review, and negotiation of sale, distribution, agency, franchise, supply, services, and collaboration agreements
• Data protection and compliance: GDPR alignment, DPO appointment, compliance programmes, whistleblowing channels, compliance due diligence
• Intellectual and industrial property: Trademark and patent registration, monitoring, licensing, infringement defence
• Dispute resolution: Negotiation, mediation, arbitration, and litigation across all jurisdictions

Retainer vs. per-matter model

We offer two collaboration models adapted to the needs of each business:

The monthly retainer is the most efficient option for companies with recurring legal needs. It provides a predictable fixed cost, immediate access to the legal team, and encourages preventive consultation — which is always cheaper than resolving a dispute that has already materialised.

Per-matter billing is suitable for companies with occasional needs or specific legal projects (an M&A transaction, a particular litigation, a restructuring). In this case, we quote each engagement individually with a defined scope and fixed fees.

Most of our clients start with a retainer and budget extraordinary matters that exceed the standard coverage separately.

Commercial contracts: the legal backbone of every business relationship

Well-drafted commercial contracts are the single most effective risk management tool available to any business. A contract that clearly defines the parties’ obligations, the consequences of non-performance, the applicable law, and the dispute resolution mechanism eliminates the ambiguity that generates most commercial disputes.

Spanish commercial contract law is governed by the Commercial Code (Código de Comercio, 1885, as amended) and the Civil Code, supplemented by sector-specific regulation. Key principles that influence Spanish contract drafting include the general rule of freedom of contract (libertad de pactos), the requirement of good faith (buena fe) in contract execution, and the concept of force majeure (fuerza mayor) as defined by Article 1105 of the Civil Code.

Distribution agreements deserve particular attention in Spain: the relationship between a principal and a commercial agent is governed by the Agency Contracts Act (Ley 12/1992), which provides mandatory protections for the agent including indemnity for clientele built during the relationship (indemnización por clientela, Art. 28). These protections apply regardless of what the written agreement says and cannot be excluded by contract — making it essential for principals to understand their exposure before appointing Spanish agents.

Standard terms and conditions (condiciones generales de la contratación) used with consumers or B2B counterparties must comply with Law 7/1998 on general contract terms and, for B2C, with the Consumer Protection Act. Unfair terms are void and unenforceable — even when signed. BMC reviews standard terms for compliance and enforceability before they are deployed.

Data protection and corporate compliance

Spanish companies are subject to both the EU General Data Protection Regulation (GDPR) and Spain’s Organic Law on Data Protection (LOPDGDD, LO 3/2018). Compliance obligations cover the appointment of a Data Protection Officer for companies that process data at scale, the maintenance of a Record of Processing Activities, data subject rights management, and the reporting of personal data breaches to the AEPD within 72 hours.

The Spanish Data Protection Authority (Agencia Española de Protección de Datos, AEPD) is one of the most active data protection regulators in the EU — enforcement actions against businesses of all sizes are published monthly. BMC provides GDPR compliance advisory, conducts gap analyses, and manages AEPD inspection processes for clients that receive information requests or administrative sanction procedures.

Intellectual property: protecting your brand and innovations

Spanish trademark registration before the OEPM (Oficina Española de Patentes y Marcas) provides national protection for a fee of approximately €150 per class. EU trademark registration through the EUIPO provides Community-wide protection from a single application. Trade mark monitoring services identify potential infringers and enforce your exclusive rights — an increasingly important service in the era of online marketplaces and domain name squatting.

Patent protection in Spain follows the European Patent Convention route for most commercial inventions: a European patent application designating Spain provides cost-effective multi-country protection. Utility model registration (modelo de utilidad) provides a faster, lower-cost protection route for functional inventions that do not meet the full novelty requirements of a patent.

BMC coordinates with specialist IP attorneys for patent and trademark prosecution while managing the commercial contract and litigation aspects of IP enforcement directly.

Corporate governance: directors, shareholders, and the balance of power

Spanish company law (Ley de Sociedades de Capital, LSC) provides a framework for corporate governance that balances the rights of majority and minority shareholders and defines the duties and liabilities of directors. Understanding this framework is essential for any business with multiple shareholders or an external board.

Directors’ duties and liability. Directors of Spanish companies owe a duty of care (diligencia) and a duty of loyalty (lealtad) to the company. They are personally liable to the company, its shareholders, and creditors for damages caused by actions or omissions that violate the law, the company bylaws, or the standard of care expected of a prudent businessperson (Art. 236 LSC). In insolvency situations, directors who have contributed to the insolvency through negligence or wrongdoing can be made jointly and severally liable for company debts (responsabilidad concursal, Art. 455 TRLC).

Minority shareholder protections. Minority shareholders in an SL have a series of statutory protections that cannot be removed by the articles of association: the right to information before and during general meetings, pre-emption rights on the issue of new shares, the right to request a general meeting if representing at least 5% of the share capital, and the right to challenge resolutions that are contrary to the articles, the law, or the company’s interest (Art. 251 LSC).

Reserved matters and veto rights. Shareholders’ agreements routinely supplement statutory protections with contractually agreed reserved matters — decisions that require supermajority approval or specific shareholder consent beyond the statutory requirement. These can include significant asset disposals, entry of new investors, dividend distribution policy, director appointment, and incurrence of debt above a threshold.

Employment law: strategic HR decision-making

Employment law advisory at the strategic level goes beyond compliance with individual obligations. BMC’s employment law practice advises management teams and boards on the employment dimensions of major business decisions: workforce restructuring, M&A integration, outsourcing, the conversion from employee to contractor models, and international mobility.

M&A employment integration. When a company acquires another business through a share purchase or asset purchase, the employment implications differ fundamentally. In a share purchase, all existing employment contracts transfer automatically to the new parent — the buyer inherits all employment liabilities. In an asset purchase, Article 44 of the Workers’ Statute provides for automatic transfer of employment contracts to the buyer for the activity acquired — but with joint and several liability for the pre-transfer employment debts. Due diligence on employment liabilities and contract-level review of key employee terms is essential in either structure.

Outsourcing and subcontracting. When a company outsources activities previously performed in-house, both employment and tax law implications arise. Employment law liability can arise if the outsourced activity is treated as a contracting-out under Article 42 of the Workers’ Statute — creating joint and several liability for the client for the contractor’s employees’ wages and Social Security contributions. Structuring outsourcing arrangements to minimise these exposures, while maintaining the commercial benefits of outsourcing, requires careful legal design.

The independent contractor boundary. Spain’s ITSS enforcement against false self-employment has intensified since 2021. Companies that engage contractors in patterns that look like employment relationships — fixed hours, exclusive dedication, direct integration into company operations, company equipment provision, personal service obligation — face reclassification risk with retroactive Social Security and IRPF withholding consequences. BMC advises on the structuring and documentation of contractor relationships to maximise their defensibility under ITSS scrutiny.

Dispute resolution: courts, mediation, and arbitration

Spanish business disputes can be resolved through several mechanisms, each with different timelines, costs, and privacy implications. BMC advises on the optimal dispute resolution strategy before and after a dispute arises.

Civil and commercial courts. The Juzgados de lo Mercantil (Commercial Courts) in each provincial capital have exclusive jurisdiction over commercial disputes including company law matters, insolvency, competition law, intellectual property, and transport law. Ordinary commercial claims are heard by civil courts (Juzgados de Primera Instancia) for amounts below €6,000 (verbal claims) and above (ordinary claims). Appeal lies to the Audiencia Provincial and ultimately to the Tribunal Supremo.

Mediation. Law 5/2012 on civil and commercial mediation provides a framework for out-of-court dispute resolution with legal effect. Agreements reached in mediation have the same enforceability as court judgments once formalised in a notarial deed. Mediation timelines (typically 2-3 months) and costs are a fraction of those of full litigation — BMC recommends mediation as a first step for commercial disputes where the relationship between the parties has value and a negotiated outcome is achievable.

Arbitration. Spanish and international arbitration under ICC, LCIA, or Spanish Court of Arbitration (Corte Española de Arbitraje) rules provides a confidential, binding, and internationally enforceable dispute resolution mechanism. Arbitration clauses in commercial contracts must be drafted to clearly specify the rules, seat, language, and number of arbitrators. BMC advises on arbitration clause design in commercial contracts and manages the arbitration process as claimant or respondent representative.