Commercial lawyers in Mataró
Contracts, companies, unpaid invoices and disputes between business partners. We advise self-employed professionals and small businesses across the Maresme, so the day-to-day runs on solid paperwork, and we are there when a claim has to be made.
Business law, before and after the problem
A commercial dispute usually starts in a contract that was never properly closed, or in unclear rules between business partners. So we work in two directions. Preventing, with contracts, articles of association and partner agreements, and bringing the claim in an orderly way, with the documents behind it, once the problem is there.
We advise self-employed professionals, family businesses and SMEs in Mataró and across the Maresme: shops, workshops, distributors and professionals who invoice other businesses. You don't need an in-house legal department to work with a lawyer; you just need someone to call before you sign.
In business, things come with a date attached: the contract has to be signed on Monday and the general meeting has to be called within the deadline. Call us while a clause can still be changed or a decision put on hold, rather than once it is signed. We advise in Catalan, Spanish and English.
Litigation costs money and months. Before starting we tell you what it may cost, how long it may drag on and what happens if it goes against you; the one thing we cannot put in the quote is the outcome. If the numbers say negotiating works out better, or not claiming at all, we will say so.
Commercial matters we handle
From the everyday contract to the dispute that has already reached the courts.
Commercial contracts
Sale of goods, distribution, commercial agency, supply and services agreements. We draft or review them before you sign and explain what each clause commits you to: payment terms, exclusivity, warranties and termination rights.
Standard terms and everyday paperwork
Quotations, purchase orders, delivery notes, terms of sale and delivery deadlines. Tidying up the documents you use every week is the cheapest way to avoid litigation later on.
Companies: formation and corporate housekeeping
Incorporating companies, articles of association, capital increases and reductions, changes of director and of registered office, general meetings, and winding up and liquidation when it is time to close.
Shareholder agreements and corporate disputes
Clear rules on how partners join and leave, majorities, day-to-day involvement and how profits are shared. And, when the relationship breaks down, challenging company resolutions and defending your position within the business.
Unpaid invoices and claims between businesses
Formal demand, order for payment proceedings (procedimiento monitorio) and full court claims for sums owed, with the late payment interest and collection costs allowed by the rules on late payment in commercial transactions.
Directors' liability
We advise directors on their duties and their personal exposure, defend them when a claim is brought against them, and bring the corresponding action when their conduct has caused loss to the company or its creditors.
A commercial matter, from start to finish
Before you sign anything or claim anything, you need to know what is actually on the table and what each route involves.
Meeting and document review
You bring us the contract, the orders, the invoices and the emails. In commercial matters what decides the case is usually not the law but what was put in writing and what can be proved.
Assessment and available routes
We tell you where you stand and which routes are open: settlement, formal demand, order for payment proceedings or a court claim, with the timescale and the likely cost of each.
Out-of-court resolution
Where the commercial relationship is worth keeping, a settlement often makes more sense. We negotiate it, draft it and put it in writing so the same argument doesn't reopen six months later.
Formalisation or court proceedings
If the matter calls for a notary and the Companies Register (deeds, articles, appointments), we handle it. If it calls for court, we lodge the claim and represent you through to judgment and any appeal.
We work both on one-off instructions (a contract, a general meeting, a claim) and on an ongoing basis for businesses that would rather have their lawyer within reach all year round.
Keeping the company in order
A company doesn't end on the day it is incorporated. Every year there are obligations that go unnoticed when the paperwork is kept up, and that hurt once they pile up.
- Annual general meeting. The law requires it to be held within the first six months of each financial year, to approve the accounts and the director's management.
- Minutes and resolutions. We draft the minutes, certify the resolutions and put them into a public deed where they have to be filed at the Companies Register.
- Changes of director and registered office. Appointments, removals and relocations, with the deed and the registration that make them effective against third parties.
- Amendments to the articles and to capital. Change of corporate purpose, capital increases and reductions, new partners and transfers of shares.
- Winding up and liquidation. When a company stops trading, closing it properly keeps its debts and obligations from staying alive for years.
One point worth knowing: if grounds for winding up the company arise (for example, losses that reduce net assets to less than half of the share capital), the director has two months to call a general meeting. If they don't, they may end up jointly and severally liable for company debts arising after that point.
A customer isn't paying
It happens to businesses of every size: the invoice falls due, the weeks go by and nobody picks up at the other end. The longer you wait, the harder it gets to collect, and the more room the other side has to end up with nothing left to claim against.
- Keep the whole trail: order, delivery note, invoice, emails and messages. In a claim between businesses, documentary evidence is almost everything.
- A formal demand, usually sent by burofax, which certifies both content and delivery, marks a turning point. It puts your claim on record and interrupts the limitation period.
- If the debt is for a fixed sum, due and payable and backed by documents, order for payment proceedings (procedimiento monitorio) are usually the quickest route.
- In business-to-business transactions, the rules on late payment set a payment term of thirty days, extendable by agreement up to sixty, and allow you to claim late payment interest plus compensation for collection costs.
- Time limits are not open-ended: claims lapse. If you are sitting on old invoices, the sooner we look at them the better.
Questions on contracts and companies
A customer isn't paying my invoices. What can I do?
Start by gathering the paperwork: the order, the delivery note, the invoice and your correspondence with the customer. With that in hand we assess which route fits best (a formal demand by burofax, order for payment proceedings or procedimiento monitorio, or a full court claim) and explain the cost and the timescale of each before starting.
How long do I have to claim an unpaid invoice?
Claims are subject to limitation periods, and the period depends on the type of contract and on the rules that govern it. In Catalonia, for civil obligations, the general limitation period under the Civil Code of Catalonia is ten years. Even so, waiting never helps: the longer it takes, the harder it is to keep the evidence together. Bring us the file and we will tell you where it stands.
Do you work with self-employed professionals or only with companies?
Both. Plenty of self-employed professionals and family businesses in the Maresme have no in-house legal department: they call us before signing a contract, when a customer stops paying, or when they want to set up a company.
We already have articles of association. Do we also need a shareholders' agreement?
They are two different things. The articles of association are filed at the Companies Register and govern the company as against everyone; a shareholders' agreement is a private contract between you covering what the articles do not: how partners join or leave, how much each of you works in the business, how profits are shared. One caveat: private agreements between shareholders are not enforceable against the company itself, so it is worth deciding carefully what goes where.
To what extent is a director personally liable?
As a general rule the debts belong to the company, but the Spanish Companies Act sets out situations in which a director answers personally: for damage caused by acts contrary to the law or to the articles, or carried out without due diligence, and for company debts arising after grounds for winding up exist if the director fails to call a general meeting within two months. Worth reviewing before the problem grows.
Do you offer ongoing advice or only one-off matters?
Both. Some businesses instruct us for a specific matter (a contract, a general meeting, a claim) while others prefer to have us available all year round. We explain the fees for each option at the first meeting, which puts you under no obligation to instruct us.
Let's talk about your business
Tell us what is on the table (a contract to sign, an invoice nobody is paying or a dispute between partners) and we will tell you how we see it. The first meeting is at our office in Mataró and commits you to nothing.