Configuration and development of corporate structures (corporate maps/partner agreements/family agreements/taxation)
When developing a business project, it is of utmost importance to know what kind of corporate structure is most suited to each situation depending on the concurrent circumstances: activity, economic sectors, partner characteristics, applicable taxation, business risks in play, etc.
But the work of planning does not end with incorporation of the company. Once the business project is operational, it is advisable to know how to respond to different unexpected corporate situations in which a merger or spinoff process, an Economic Interest Grouping (EIG) or a joint venture may be called for, and to those situations that require the creation of a Holding Company or a Corporate Group.
There is also another level of planning involving Shareholders’ Agreements (also called extra-statutory agreements or partners’ agreements), which are contractual agreements between a company’s partners that deal with aspects not included in the bylaws; they are most useful for minority partners: (i) as an agreement to regulate relations with the majority partner (or with the rest of the partners when there is no majority), (ii) as an instrument to protect their corporate interests, and (iii) to support good harmony between partners, protecting the legitimate interest of the company to which conflicts between partners could be detrimental.
As a specialty of the aforesaid corporate agreements, and in the realm of the family business, we understand the Family Protocol as a mechanism that, in addition to favoring generational changeover, contributes to a balance between corporate and family matters and delimits the interests of the family and those of the company, thus preventing interference by one or the other – a common cause of crisis in Family Businesses – and ensuring generational continuity.
The internationalization of a company also requires, from a legal point of view, the adaptation and optimization of its structures and legal relations with partners, associates and other types of collaborators and/or local partners.
Finally, for proper corporate planning, it is advisable to account for the impact of the activity and the company organization from the tax perspective, both in national and international structures, with an analysis of situations including: (i) company groups, (ii) assignment of intangibles, (iii) privileged corporate restructuring operations, (iv) permanent establishments and branch offices, and (v) how Double Taxation Treaties work.
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