Immigration and Commercial Law Terms

legal terms

Legal Terms Related to Immigration Law in Spain

Arraigo (Roots procedure): It is one of the assumptions that the Spanish government considers to grant a temporary residence permit to foreigners in an unusual situation, in exceptional circumstances.

Arraigo familiar (Family roots): A type of temporary residence permit for exceptional authorization that is granted to foreigners who are mothers or fathers of a community child, or children of an originally Spanish father or mother.

Arraigo laboral (Work roots): A requirement of Spanish law to provide foreigners in an irregular situation with a level of legality. This is a temporary residence permit for those who have worked for at least 6 months and have had continuous residence in Spain for the last 2 years.

Arraigo social (Social roots): Social roots is a temporary residence permit for exceptional circumstances that is granted to foreigners who have resided for a minimum of three years and are socially integrated.

Certificado de concordancia (Certificate of Agreement): This is a document that must be managed by people who have just obtained Spanish nationality. This document expresses the coincidence of the data between the old NIE and TIE, with the new DNI and Spanish passport.

Ciudadanía (Citizenship): Citizenship is the condition of belonging of an individual citizen to a society or organised community. Therefore, the quality of being a citizen of a State consists of a legal bond uniting the individual with the State and implies obtaining a series of obligations (such as respecting the legal norms and the norms of coexistence of that society) and political rights (such as the right to vote and other rights to participate in state affairs).

Derecho de asilo (Right of Asylum): The right of asylum was established in the Geneva Convention, to which Spain adhered in 1978. Additionally, Law 12/2009 of October 30th, regulating the right of asylum of subsidiary protection, is the current regulation in Spain. It established that it is the right of people who have fled their country of origin or stateless persons who have left their usual place of residence, to protection, shelter and assistance.

Doble nacionalidad (Dual nationality): Dual nationality is the condition of being a national of two countries simultaneously. People who enjoy this dual nationality obtain a legal bond with both nations.

Exequatur (Exequatur): Exequatur is the procedure of international law, by which the Spanish courts are responsible for the approval of a foreign sentence or award so that it has full effectiveness.

Expediente de nacionalidad (Nationality file): The nationality file is the set of documents, actions, provisions and resolutions of the Public Administration regarding an application for Spanish nationality.

Golden Visa (Investor visa): Golden Visa is a residence visa for investors which was created by Law 14/2013 to support entrepreneurs and their internationalisation. It aims to attract non-EU foreign investors. It allows foreign investors who meet certain requirements to legally reside in Spain for an initial period of six months to two years depending on the type of investment, without a maximum limit.

Ius sanguinis (Right of blood): The ius sanguinis is one of the ways that exist to acquire a certain nationality. Specifically, it means that those born to a mother or father from a country will receive the nationality of that country by the mere fact of being its children. Not all countries recognize ius sanguinis as a legal way to obtain nationality, but Spain does. In other words, by the principle of ius sanguinis, any child of a father or mother with Spanish nationality will be recognized as Spanish, even if he or she was born in another State.

Ius soli (Right of soil): The ius soli is one of the ways that exist to acquire a certain nationality. Specifically, ius soli means that those born in Spanish territory will automatically receive Spanish nationality.

Nacionalidad (Nationality): Nationality is the legal union of an individual with a State. This entails certain rights but also a series of obligations between the parties.

Nacionalidad por residencia (Nationality by residence): Nationality by residence is one of the ways that exist to be considered Spanish for legal purposes, that is, it is one of the ways of obtaining nationality in Spain.

Orden de expulsión (Expulsion order): The expulsion order is a judicial resolution by which a foreigner must mandatorily leave the national territory.

Permiso de residencia (Residence permit): The residence permit is the authorization granted by the Spanish government to a non-EU foreigner, to legally reside in the country for a period of more than 90 days.

Permiso de trabajo (Work permit): A work permit is an authorization that is granted to foreigners who meet the requirements demanded by the Spanish government to begin an employment relationship in Spain.

Reagrupación familiar (Family reunification): Family reunification is the procedure by which legal residence is obtained for relatives of foreigners residing in the country.

Tarjeta de Identidad de Extranjero (Foreign identity card): The Foreigner Identity Card (TIE) is a document certifying the legal stay of foreigners in Spain. This card is personal, unique and non-transferable, although minor or disabled children of foreigners can register with it.

Toma de huellas (Fingerprinting): Fingerprinting is a process that all people must go through to get the NIE and later the TIE. It is a fully mandatory procedure, hence without it is not possible to obtain this document that proves the legal residence of a person. Thus, it is considered a fundamental and essential step to obtain legality in the country.

Visado (Visa): A visa is a confirmation, usually stamped into a passport, from a foreign country to allow a person entry, transit or residence. In most cases, the visa is issued as an entry visa. Some countries also require an exit visa or a visa to travel within the country. A visa to travel through the international transit zones of one or more airports is known as an airport transit visa.

Legal Terms Related to Commercial Law in Spain

Acreedor (Creditor): The creditor is the active subject of a legal relationship of giving, doing or not doing, in which he has the right to demand from another the fulfillment of his obligation or payment. His counterpart, or passive subject of the legal relationship, is the debtor. It is important not to confuse the figure of the creditor with that of the supplier.

Acuerdo extrajudicial de pagos (Extrajudicial payment agreement): The extrajudicial payment agreement is a mechanism included in the Bankruptcy Law with which it is tried to solve the debts contracted by a natural or legal person with their creditors without having to go to court.

Administrador concursal (Bankruptcy administrator): The bankruptcy administrator is the person appointed by a judge whose main function is the management and administration of a bankruptcy situation in a company. He must have legal or economic experience.

Ampliación de capital (Capital increase): When companies or commercial companies need to increase their own resources to undertake new investments or projects, or due to the need for financing, they proceed to do what is called a capital increase. The capital increase is the financial operation that allows the increase of the own resources of a company. In the event that new investments are needed, this operation allows an accelerated growth of capital to be able to face them.

Autónomo societario (Self-employed): A self-employed company is a self-employed worker who has set up a commercial company or company of any kind. The legal regime of this type of self-employed has its own characteristics and certain nuances that should be known, and both the operation and the contribution are different from that of other self-employed.

Aval (Guarantee): This is a guarantee or commitment of a person to respond for the obligation of another in the event that it does not comply. With guarantee, the good is understood as a promise of payment, which can become the property of another person if the obligor does not comply with his payment obligation or with the repayment of his debt. Thus, a person is responsible for the conduct of another, their debts or the fulfilment of their obligations.

Beneficio de exoneración del pasivo insatisfecho (The benefit of exoneration of unsatisfied liabilities): The benefit of exoneration of unsatisfied liabilities (BEPI) is a mechanism that allows you to get rid of and cancel all outstanding debts (both private and public). This is a novel measure introduced by the Second Chance Law.

Capital social (Social capital): The social capital is the sum of the contributions made by the partners when forming a commercial company. It is formed with the set of money, assets and property rights, economically valued at its constitution or at a future time. It is a way of identifying the partners that form the company according to their equity participation. It becomes a guarantee against third parties.

Cheque (Check): A check is a commercial document in which a drawer issues the order to a bank to pay its holder a sum of money. It is an order or mandate to pay on available funds so it is payable at sight.

Competencia desleal (Unfair competition): Unfair competition encompasses those practices that, lacking good faith, try to illicitly alter the functioning of the market or the behaviour and will of consumers and users. Being an ambiguous concept, these practices are related in some detail in the Unfair Competition Law (LCD), which prohibits resorting to them.

Compliance (Compliance): Compliance is a compliance program incorporated by many companies to detect and prevent possible legal risks related to the company.

Comunidad de bienes (Community of goods): The community of goods (CB) is an association between natural persons, optimal for managing a business project or a common heritage. Its little formalism makes it a simple management figure, ideal for small projects.

Concurso consecutivo (Consecutive competition): Consecutive competition is a way used to request the benefit of exemption from unsatisfied liabilities and which constitutes the last phase of the procedure of the Second Chance Law in those cases in which an out-of-court payment agreement cannot be signed with the creditors.

Concurso de acreedores (Bankruptcy): Bankruptcy is the judicial procedure by which an insolvent debtor is sought to face, to the best of his ability, his debts with creditors. As there are several persons, individuals or legal entities, who hold credits against the insolvent debtor, the collection of all the debts may be impossible.

Therefore, this process is articulated, which tries to offer: Payment alternatives, to allow the continuity of the activity. A partial but equal payment solution for all debtors, respecting the legal order of priority of credits. In the worst case, the liquidation of the debtor’s assets to apply it to the payment of debts.

Concurso de acreedores culpable (Guilty bankruptcy): Guilty bankruptcy is one in which the state of insolvency or its aggravation is caused by intent or gross negligence of the insolvent debtor.

Concurso de acreedores express (Express bankruptcy): Express bankruptcy is a type of bankruptcy, according to which the declaration of bankruptcy and its conclusion are made in the same act. This shortens the procedure and avoids the expenses that are generated during the processing of the bankruptcy. However, certain requirements must be met. The procedure is regulated by the Bankruptcy Law.

Concurso de acreedores voluntario (Voluntary bankruptcy): The voluntary bankruptcy is the realisation of the bankruptcy at the request of the debtor. It is regulated in Royal Decree 1/2020 that approves the Consolidated Text of the Bankruptcy Law.

Contrato (Contract): A contract is a legal agreement of wills by which the fulfilment of a certain thing is required. It is a private act between two or more parties intended to create obligations and generate rights.

Créditos contra la masa (Credits against an estate): Credits against an estate, in a bankruptcy situation, are those that have priority for collection. It is one of the two types of credits that must be distinguished, to establish who will recover their credits and when.

Créditos privilegiados (Privileged credits): In a bankruptcy situation, the privileged credits are a category of credits that have preference for their satisfaction over the other credits of the bankruptcy.

Domicilio fiscal (Tax domicile): Tax domicile refers to the place where the taxpayer is located in his relationship with the Tax Administration. There are rules to determine it. Both the registered office and the fiscal domicile appear on the tax identification card, or Fiscal Identification Number (NIF) of the company and tend to coincide frequently.

Impuesto de Sociedades (Corporate tax): Corporation tax is a direct tax that must be paid by companies and other legal entities, except civil associations that do not have a commercial purpose.

Insolvencia (Insolvency): Insolvency is the patrimonial state in which a debtor cannot fulfil his obligations due to lack of liquid means.

Juicio cambiario (Exchange judgement): The exchange judgement is a special procedure to claim the debt derived from a bill of exchange, promissory note or check. The judicial claim of the exchange documents proceeds with the validation of compliance with all legal requirements.

Juzgado de lo Mercantil (The Commercial Court): The Commercial Court is a specialised body that is responsible for resolving conflicts in matters of a predominantly commercial nature and those related to the field of bankruptcy. The bankruptcy area is the one that has to do with the regulation of bankruptcy processes, in the search for solutions to situations of insolvency of a debtor against several creditors.

Leasing (Leasing): Leasing, also called financial leasing, is a medium or long-term commercial contract that consists of renting an asset with the option to purchase.

Letra de cambio (Exchange bill): The bill of exchange is a commercial document that obliges a person to pay a value on a certain date. The beneficiary is the designated person or another also designated to the order.

Levantamiento del velo (Lifting of the veil): The lifting of the veil is a concept that defines the legal theory through which it is possible to enter the framework of a company to hold the administrator or other companies that act in the shadow of the responsible company responsible.

Ley de Segunda Oportunidad (Second chance mechanism): The Second Chance Law or second chance mechanism is a legal resource that offers individuals and the self-employed the possibility of renegotiating or even totally or partially eliminating their debts when it is not possible to meet their payment. Thanks to the Second Chance Law, a bad economic situation caused by excessive indebtedness can be overcome, without neglecting the collection rights of creditors.

Ley de Sociedades de Capital (The capital companies law): The Capital Companies Law (LSC) is the legal norm that regulates the operation of capital companies in Spain.

Marca (Brand): The brand is a distinctive sign that allows one to identify a product or service of a company. It is capable of graphic representation and facilitates the differentiation of products and companies within the market. It is an intangible asset that generates exclusive use rights for the owner. It is regulated by the Trademark Law (Law 17/2001, of December 7, on Trademarks).

Mediador concursal (Bankruptcy mediator): The bankruptcy mediator is the professional who speeds up the negotiations in the event of the debtor’s insolvency. He can intervene in the procedure by activating the second chance mechanism. He will be in charge of communicating proposals and bringing positions closer, so he can be useful when reaching an agreement. In order to promote his participation, the law determines his remuneration. This may be the only conflictive element of the figure, since it is reduced and sometimes the acceptance of the commission is difficult.

Modelo 111 (Form 111): Form 111 of the Treasury is the one that contains the quarterly declaration of withholdings and payments on account of IRPF made to workers, professionals or businessmen.

Pacto de socios (Partner’s agreement): The partners agreement is a private document that establishes an agreement and certain rules on the relations between the participants of a company to avoid problems within the company or with third parties.

Pagaré (Promissory note): The promissory note is a document that establishes a formal commitment to pay. It is a title in which the signer agrees to pay an expressed amount of money. It is not a means of payment, but rather a promise to pay an established amount on a determined date and place. This title creates a link between the signatory and the beneficiary. For its validity, it must comply with the legal requirements stated in the Exchange and Check Law 19/1985.

Patente (Patent): A patent is an exclusive right enjoyed by the author of an invention, to exploit it and prevent others from using it without his consent. It is a temporary right. In general, it is kept for a period of 20 years, after which the information is public and could be used by anyone.

Personal de alta dirección (Senior management): Senior management personnel are those who perform positions inherent to the legal ownership of the company and its general objectives. Not to be confused with other senior positions in the company.

Preconcurso de acreedores (Pre-bankruptcy of creditors): The pre-bankruptcy of creditors is a procedure that can be adopted by a company in a situation of insolvency, to avoid bankruptcy.

Prelación de créditos (Priority of credits): The priority of credits is the anticipation or preference with which the rights to the credit of the creditors must be satisfied. When several credits concur against an estate in liquidation, it may happen that privileged credits coincide with incompatibility in their exercise. To solve these cases of collisions between credit privileges, an order between them is legally established, called credit priority.

Propiedad industrial (Industrial property): Industrial property encompasses the rights to a brand, design, utility models, creation or invention.

Propiedad intelectual (Intellectual property): Intellectual property is the set of rights enjoyed by the author of any work of a scientific, literary or artistic nature, to have their authorship recognized and respected and to the full capacity and exclusivity of their exploitation. In addition, it includes related rights.

Razón social (Company name): The company name is the name or official denomination of a company, that is, it is the way of naming the legal entity and that allows it to be unequivocally identified. This name is used for formal, legal and administrative uses and does not have to coincide with its commercial name or with the brands it markets. The company name appears in all the founding documents, in its deeds, and in any of its formal or legal documents.

Making an analogy with a natural person, the business name would be their official or real name, the one that appears on their ID and on any official document, while the trade name could be any nickname or diminutive by which that natural person makes himself known. , or, also, it could be his stage name.

Reducción de capital (Reduction of capital): The reduction of capital of a company or commercial company consists of a statutory modification to reduce the company’s own resources. Generally, its objective is to restore the balance between the capital and the net worth of a commercial company, which may have been affected by a bad economic-financial situation.

Sociedad Anónima (Public Limited Company): The Limited Company, or also known as a public limited company or by its acronym S.A., is a type of Capitalist Mercantile Company born for large accumulations of capital, and which is adopted by most large companies.

Sociedad instrumental (Instrumental company): An instrumental company is one created with the aim of acting in economic traffic in an interposed way between the market and the service provider, hiding the latent reality. That is why they are also known as shell companies or interposed companies, and are often used for criminal, evasive or elusive purposes.

Sociedad Limitada (Limited Liability Company): A Limited Company (SL), also known as the Limited Liability Company (SRL), is a type of Mercantile Company that is regulated in the Capital Companies Law and is mainly characterised by limiting the liability of its partners to the contributed capital.

Sociedad patrimonial (Patrimonial company): A patrimonial society is one that is not mainly dedicated to developing economic activities but to the administration of an estate, generally composed of securities or real estate. Therefore, more than half of its assets must be in the form of securities or not be subject to any economic activity.

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