Introduction to the Spanish Commercial Code
Spain’s Commercial Code (Código de Comercio) is the foundation of business and trade law in the country. It regulates:
- Commercial companies
- Trade contracts
- Merchant obligations
- Accounting and business records
- Bankruptcy and insolvency procedures
At Borderless Lawyers, we support entrepreneurs, SMEs, investors, and international businesses with full legal compliance under the Spanish Commercial Code.
🏛️ Scope of the Commercial Code
🧾 Company Formation and Business Entities
- Rules for forming and operating SL (Sociedad Limitada) and SA (Sociedad Anónima)
- Partnership structures (Sociedad Colectiva, Sociedad Comanditaria)
- Registration with the Mercantile Registry (Registro Mercantil)
📌 Each company type has unique capital, liability, and governance requirements
🤝 Commercial Contracts
- Legal rules for commercial sales, agency, franchising, leasing, and services
- Standard clauses, enforcement, and remedies for breach
- Foreign company contracts enforceable under Spanish law
✅ All contracts must comply with both the Commercial Code and Civil Code
📚 Accounting & Bookkeeping Duties
- Mandatory ledgers: inventory, daily operations, annual accounts
- Audit requirements for large and listed companies
- Legal record retention periods (typically 6 years)
📊 Failure to maintain accurate records can trigger sanctions or tax audits
💸 Bankruptcy & Insolvency
- Covers concurso de acreedores (creditor insolvency proceedings)
- Pre-insolvency rescue plans and restructuring options
- Court-supervised liquidation and debt discharge
⚠️ Spanish bankruptcy law was updated to align with EU Directive 2019/1023
🧑💼 Company Administration During Insolvency
- Management must declare insolvency within 2 months of becoming aware of insolvency
- Directors remain responsible for preserving company assets and preventing further harm to creditors
- A court-appointed insolvency administrator (administrador concursal) may take over control of the company
- Company directors may face liability for wrongful trading if they fail to act in time
⚖️ In pre-pack procedures or restructuring plans, company administration may be partially retained under judicial supervision
⚖️ Commercial Litigation & Arbitration
🏢 Commercial Courts (Juzgados de lo Mercantil)
- Handle business disputes, unfair competition, IP conflicts, and insolvency
- Specialized jurisdiction and judges
🤝 Arbitration in Commercial Matters
- Enforceable in Spain via domestic or international arbitration rules (e.g., ICC, CIMA)
- Preferred for cross-border disputes due to confidentiality and speed
📌 Spain is a signatory to the New York Convention (recognition of foreign arbitral awards)
🌍 Support for Foreign Companies
At Borderless Lawyers, we assist with:
- ✅ Setting up Spanish business structures
- ✅ Reviewing and drafting commercial contracts
- ✅ Resolving cross-border business disputes
- ✅ Navigating bankruptcy procedures
- ✅ Arbitration and court representation in Spain
🌐 Bilingual legal support | 📈 Business-focused strategy | 📑 Compliance with EU trade law
💬 Real-World Example
Case: A Dubai-based logistics company entered into a distribution agreement with a Spanish importer. When payment terms were breached, we enforced the contract through arbitration in Madrid and secured full payment plus interest.
🚀 Get Legal Support Aligned with Spain’s Commercial Code
Whether you’re starting a business, entering a joint venture, or navigating commercial disputes, Borderless Lawyers offers strategic legal counsel rooted in Spain’s commercial law.
📞 Contact us today to protect your business operations and resolve commercial risks.