Starting a new business with other partners is always an exciting project, but it is important to keep an eye on the future so that it does not become a problem.

Something that in the beginning is comfortable and promising, with the passage of time can become complicated and generate possible obstacles or obstacles between partners that can cause from a business blockage to legal problems or put an end to the business, losing all the time, effort and investment made.

Therefore, when setting up a partnership with several partners (whether friends, family members or third parties), it is recommended to lay the groundwork by creating a partners’ agreement or a family protocol.

Advising on Partnership Agreements and Family Protocols

Similarly, the journey of family businesses means that at some point in their existence they have the opportunity to include several family members in the partnership, which adds an additional perspective to the relationship between family members, and reinforces the importance of avoiding conflict and clarifying the rights and expectations of each person.

This is the reason why for some time now partner agreements or family protocols have become more and more frequent, and why at TGS Edisa we are helping more and more entrepreneurs to implement this internal contract for all the partners or members of the company.

Thus, every company has articles of association which establish aspects such as the share capital, the registered office, the rules governing the representation of directors and decision-making by directors and shareholders’ meetings, as well as rules for the transfer of shares.

These bylaws are furthermore backed by the legal regulations that frame them, such as the Capital Companies Act or the Law on Structural Modifications of Mercantile Companies, among others.

However, all these tools for regulating the relationship may fall short in some cases where it is necessary to establish other types of additional agreements between the partners, agreements that have no place in the articles of association, on aspects that are not covered by the rules.

It should be noted that while Spanish law requires company statutes to be public because they are registered in the commercial register, shareholders’ agreements and family protocols are voluntary and generally private. However, this does not mean that shareholders’ agreements or family protocols lose their usefulness; on the contrary, they can be given a unique content that is different from the articles of association but complementary to them.

The shareholders’ agreement or family protocol is not a universal or standard document that can be used for any type of business partnership. On the contrary, each business and each group of partners has its own specific functioning, structure and needs. Therefore, it is advisable to have a group of expert advisors who can assist you in the selection of clauses to be included in the shareholders’ agreement.

Our experience has shown us that the treatment of family protocols and shareholders’ agreements is highly useful even from the moment of their preparation, since it allows the shareholders of the company and their relatives to express their interests and precautions, while our advisors help them to find the appropriate legal solutions to achieve the objectives they need.

Phases of advisory service on family protocols and partnership agreements

Our advisory service on family protocols and partnership agreements goes through the following stages:

  • Identification of business and partner characteristics
  • Defining the critical issues and relevant aspects to be included in the shareholders’ agreement
  • Proposed drafting and revision of the shareholders’ agreement
  • Subscription and, where applicable, registration of the shareholders’ agreement
  • Monitoring of the content of the shareholders’ agreement

TGS Edisa is a multidisciplinary team highly qualified to advise you in all areas of your business. Do not hesitate to contact us to understand how we could help you.