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Carlos Martinez Valero

Partner - Legal Division

Areas of expertise

Commercial law Employment law Debt recovery

Specializations

  • Commercial contracts
  • Debt restructuring
  • Commercial litigation

Education

  • Master in Law Practice, ICADE
  • Law Degree, Autonomous University of Madrid

Languages

Spanish English

Biography

Carlos Martinez Valero leads BMC’s legal division with over fifteen years of experience in commercial law, employment law, and debt recovery. His training at ICADE, combined with years of practice at business law firms and a subsequent stint as in-house counsel at an industrial group, gave him a perspective that integrates legal rigour with commercial logic. That combination defines his approach: Carlos is not simply focused on winning a case, but on finding the solution that best protects the client’s long-term economic interests.

On the commercial side, he has negotiated and drafted distribution, agency, and franchise agreements for companies in retail, construction, and manufacturing, and has managed breach of contract litigation before commercial courts across several Spanish autonomous communities. His experience in debt restructuring covers both out-of-court renegotiation of liabilities with financial institutions and formal insolvency proceedings, having represented both distressed debtors and creditors holding significant positions in the liability structure.

A substantial part of his practice focuses on corporate employment law. Carlos has advised companies through collective redundancy procedures (ERE and ERTE), collective bargaining negotiations, and individual disputes before mediation services and the labour courts. His default position in these processes is to pursue a negotiated settlement wherever conditions allow — a stance that has helped resolve over 95% of matters under his supervision without the need for protracted litigation.

He is a member of the Madrid Bar Association and collaborates regularly with commercial mediation bodies. He maintains continuous training in insolvency regulation, company law, and employment legislation — areas subject to frequent legislative change in Spain where accurate interpretation can determine whether a business survives or is forced to close. His dual experience in private practice and corporate in-house roles means he understands the legal question and the commercial constraint simultaneously, which clients consistently cite as the quality that sets him apart from purely litigious advisers.

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Services led

Practice areas where Carlos serves as lead advisor or active contributor

Employment Law

Comprehensive employment law services that protect your business and ensure compliance with Spanish labour regulations.

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Employment Lawyer for Companies in Madrid

Employment lawyers for businesses in Madrid: ERE/ERTE, unfair dismissal, Labour Inspectorate, SMAC and Social Courts. Business employment defence and prevention.

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Electronic Invoicing & Verifactu

Compliance with Spain's mandatory electronic invoicing obligation: analysis under the Ley Crea y Crece, implementation of Verifactu or SIF systems, integration with existing software and management of the phased entry-into-force timeline.

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Tax Filing Services

Preparation and filing of quarterly and annual tax returns: VAT, personal income tax, corporate income tax, informative declarations, and tax payment calendar management.

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VAT Representation

Spanish VAT fiscal representative for non-established businesses carrying out VAT-liable transactions in Spanish territory.

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Real Estate Tax Advisory in Spain

Specialist real estate tax advisory: ITP transfer tax, AJD stamp duty, VAT on new developments, income tax on rental yields, and SOCIMI regime for investment portfolios.

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Tax Due Diligence in Spain: CIT, VAT and AEAT Risk in M&A

Specialist tax due diligence for M&A transactions in Spain: Corporate Income Tax contingencies, VAT, transfer pricing, tax loss carry-forwards, AEAT exposure and SPA contractual mechanisms.

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Tax Restructuring: FEAC Neutrality Regime in Spain

Advisory on Spain's FEAC tax neutrality regime (Arts. 76-89 LIS): mergers, full and partial demergers, business unit contributions and share swaps with full corporate tax deferral.

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Business Mediation (Mandatory MASC)

Civil and commercial mediation services under Organic Law 1/2025. Since April 2025, Spanish courts reject claims without prior proof of a MASC attempt (mediation, conciliation, or assisted negotiation). We design the protocol, facilitate the process, and issue the court-ready certificate.

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Collective Dismissal — ERE

Comprehensive advisory on collective redundancy proceedings (ERE) and collective dismissals: management of the consultation period, supporting documentation, negotiation with workers' representatives and communication to the labour authority.

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Commercial Contracts

Bespoke drafting and negotiation of commercial contracts: distribution, agency, franchise, joint venture, SaaS, and general terms. Genuine legal protection for every commercial relationship.

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Commercial Law

Expert commercial law advisory to safeguard your business operations and protect your corporate interests.

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Commercial Lawyer in Barcelona

Commercial lawyers in Barcelona: 22@ district startups, industrial groups, technology contracts, shareholders' agreements, corporate transactions and commercial compliance before the Barcelona Mercantile Registry and ICAB.

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Commercial Lawyer in Bilbao

Commercial lawyers in Bilbao: industrial companies, energy sector, shipping, corporate transactions, shareholders' agreements and commercial compliance before the Bizkaia Mercantile Registry and ICASV. Remote advisory with local registered counsel.

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Commercial Lawyer in Valencia

Commercial lawyers in Valencia: agri-food, logistics and ceramics sector companies, distribution and export contracts, corporate transactions, shareholders' agreements and commercial compliance before the Valencia Mercantile Registry and ICAV.

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Commercial Lawyer in Málaga

Commercial lawyers in Málaga: Costa del Sol business, Málaga tech hub, international companies, PTA (Parque Tecnológico de Andalucía) and non-resident companies.

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Company Dissolution and Winding Up

Full legal, tax, and employment management of the company dissolution and winding-up process. Director protection, orderly extinction of obligations, and definitive deregistration with zero outstanding personal liability.

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Company Formation

Company formation in Spain — SL, SLU, and SA — with the right legal structure from day one. Full registration process completed in 10 business days.

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Corporate Governance & Compliance

Design and implementation of corporate governance frameworks tailored to each stage of company growth. Articles of association, board regulations, family business protocol, director remuneration policy, and good governance compliance programmes for companies from 10 employees to listed entities.

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Corporate Transactions

Integrated legal, tax, and employment advisory for mergers, demergers, corporate transformations, global transfers of assets, and hive-downs. Poor execution can generate registration nullities, tax contingencies, and labour disputes that destroy transaction value.

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DAC8 and Crypto-Asset Tax Obligations

Advisory on compliance with the DAC8 Directive (EU 2023/2226) on crypto-asset information exchange, in force from 2026. Obligations for CASP providers and user reporting.

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Debt Recovery

Professional debt recovery combining amicable negotiation with effective legal action to restore your cash flow.

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Right to Digital Disconnection

Advisory to companies on the right to digital disconnection: mandatory policies, Art. 18 Law 10/2021, GDPR Art. 88 and protection against employment claims.

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Digital Nomad Visa Spain

Obtaining and renewing the digital nomad visa in Spain: Ley 28/2022 requirements, income threshold (~€2,520/month), remote work evidence, Beckham Law election, and family reunification.

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Director and Officer Liability

Personal liability audit for directors and officers, compliance programme for the governing body, D&O insurance advisory, and defence in liability claims. Prevention and comprehensive protection against civil, insolvency, and criminal liability of company directors.

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Domain Name Recovery (UDRP)

Recovery and defence of domain names through the WIPO UDRP procedure and EURID ADR proceedings for .eu domains. Cybersquatting and trade mark confusion disputes handled for complainants and registrants.

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Economically Dependent Self-Employed (TRADE)

Registration, contract and protection of the TRADE status: compliance with LETA Law 20/2007, mandatory contracts with the principal client and defence before the Labour Inspectorate.

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Entrepreneur Visa Spain

Obtaining the entrepreneur residence authorisation under Ley 14/2013 Art. 69: ENISA project evaluation, economic interest assessment, 3-year initial residence, and Startup Act tax regime coordination.

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Horizontal Property and Owners' Communities

Legal advice on horizontal property law (Ley 49/1960 LPH): community constitution, general meetings, challenge of resolutions, special levies, tourist-rental restrictions, and debt recovery from defaulting owners.

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Corporate Immigration

Work permit processing, visa management, and international mobility solutions for your company's talent.

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Industrial Designs

Registration and defence of industrial designs in Spain and the EU: Law 20/2003, EU Regulation 6/2002 and procedure before the OEPM. Protection of the external appearance of products.

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Intellectual Property

Comprehensive protection of trademarks, patents, trade secrets, copyright, and IP assets in Spain and the European Union.

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Residence Authorisation for Investors

Alternatives to the Golden Visa following its abolition in April 2025: investment in public debt, companies of general interest, business projects. Law 14/2013 and RDL 2/2025.

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Employment Compliance

Comprehensive employment compliance programme: working-time registration, equality plans, pay transparency, harassment protocols, remote work agreements, and labour inspection defence.

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Business Lawyers in Madrid

Full-service business law firm in Madrid: commercial law, employment, corporate compliance, data protection and litigation. Madrid office. Free initial consultation.

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LGBTQ+ Workplace Protocol and Measures

Design and implementation of mandatory LGBTQ+ measures and protocol for companies with 50 or more employees under RD 1026/2024, in force since October 2024.

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Litigation & Arbitration

Representation and strategy in civil and commercial litigation and national and international arbitration for businesses.

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Municipal Capital Gains Tax Recovery (Plusvalía)

Recovery of overpaid municipal capital gains tax (IIVTNU) following STC 182/2021 and management of the new methodology under RDL 26/2021: objective method versus actual gain method, four-year limitation period, and recovery of undue payments.

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Pay Register and Gender Pay Gap

Preparation and maintenance of the mandatory pay register for all companies in Spain. Compliance with RD 902/2020 — data by category and sex, gender pay gap calculation, and preparation for EU Pay Transparency Directive 2023/970.

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Public Procurement & Tendering

End-to-end advisory for companies bidding for Spanish public contracts, covering bid preparation, exclusion grounds, the special procurement review (REMC), and contract execution under Spain's Public Sector Contracts Act (LCSP 9/2017).

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Real Estate Law

Comprehensive legal advisory for real estate transactions: acquisitions, due diligence, lease agreements, development, planning permissions, and investment structures.

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Real Estate Lawyer in Madrid

Real estate lawyers in Madrid: legal due diligence, SOCIMIs, golden mile, commercial leases and international investors. Expert property advisory in Madrid.

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Property Hidden Defects and Construction Defects

Claims for hidden defects (Civil Code Arts. 1484–1490) and construction defects under LOE 38/1999: 1/3/10-year warranty periods, rescission action, decennial insurance, and liability of developers, contractors, and architects.

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Remote Work and Telework Compliance

Full legal compliance for telework arrangements under Ley 10/2021. Written agreements, expense policies, SEPE registration, cross-border remote work, and digital disconnection obligations.

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Shareholders' Agreement

Drafting and negotiation of shareholders' agreements (pactos parasociales) for startups, family businesses, and multi-shareholder companies. Conflict prevention, exit clauses, and internal governance.

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Shelf Companies

Buy a pre-formed limited company (SL) or corporation (SA) in Spain, ready to trade within 24 hours. Definitive tax ID, certificate of inactivity, and zero liabilities. Sign in person or by power of attorney from anywhere in the world.

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SMAC Labour Conciliation

Representation at the SMAC conciliation hearing (Art. 63 LRJS): dismissals, monetary claims, substantial modifications and employment disputes before litigation.

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Startup Vesting and Cliff Agreements

Legally compliant vesting schedules, cliff clauses, and equity incentive plans for Spanish startups. Tax efficiency under Ley 28/2022 (Startup Act), good/bad leaver provisions, and accelerator triggers.

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Tourist Rental: Licences and Tax

Legal and tax advisory on tourist apartments: regional licence, compatibility with the homeowners' community (Art. 17.12 LPH), VAT + IAE, income tax under direct assessment and compliance with local regulations.

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Trade Secrets Protection

Protection of confidential business information, know-how, and technical data under the Trade Secrets Act. Preventive audits, NDA drafting, litigation, and urgent injunctive relief.

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Unfair Competition & Competition Law

Defence and enforcement of unfair competition claims (Ley 3/1991, LCD) and competition law advisory: CNMC investigations, abuse of dominant position, cartel agreements, compliance programmes and private enforcement of competition damages.

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Unfair Dismissal

Legal management of unfair dismissal in Spain: compensation calculation, time limits, SMAC conciliation filing and defence before the Social Court. We minimise cost and risk for the company.

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Urban Leases (LAU)

Legal advisory on residential and non-residential lease agreements under LAU 29/1994 and Law 12/2023: drafting, negotiation, rent-controlled zones, evictions and rent recovery.

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Working Time Recording

Implementation of the mandatory daily working time register required since RDL 8/2019: start and end of working day, 4-year retention, Inspectorate access and fines of €751 to €7,500 per worker.

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Workplace Equality Plan

Drafting, negotiation, and registration of the mandatory equality plan for companies with more than 50 employees. Full compliance with RD 901/2020 and registration in REGCON.

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Workplace Harassment Protocol

Design and implementation of the mandatory sexual harassment and gender-based harassment protocol for all companies, in accordance with Article 48 of Organic Law 3/2007 and Law 15/2022 on equal treatment.

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