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What are the main requirements for opening a branch office or a subsidiary in SP?

The procedure to open a subsidiary or a branch in SP is similar. The common requirements include the following:

1. Opening a bank account in the company’s name, which will be used for depositing the share capital.
2. A copy of the certificate of incorporation of the parent company.
3. Obtain (the provisional) and then keep (the definitive) tax identification NIF (número de identificación fiscal) at the Spanish Tax Agency.

The decision of setting up a subsidiary or a branch has to be taken by a general meeting of the shareholders of the parent company and the resolution must be legally translated into Spanish.

A public deed of incorporation must be granted before a Notary Public and then submitted at the Spanish Commercial Registry.

Must I travel to Spain to set up a subsidiary or a branch?

Not necessarily, our team of Spanish speaking lawyers can set up for you a subsidiary or a branch in Spain on behalf of the parent company, through a Power of Attorney.

Written by Laura Gallego Herráez.

Read more about Corporate & Commercial.

The main one consists of the creation of a comparable UK trade mark for each international registration that has obtained protection in the European Union before 1 January 2021.

This comparable national trade mark will be registered and administered by the UK Intellectual Property Office (UKIPO) and, therefore, will be independent of the international registration. It will be ruled by the UK law, will retain the original filing date of the EU trade mark and will be fully independent of the original European trade mark.

Where the trade mark owner has obtained its protection in the EU as a result of several designations (e.g. through a designation in the original application and a designation filed subsequently), a comparable national trade mark will be created for each designation. This means that it is possible to hold different comparable UK trade marks in respect of a single international registration, but the rights of each of them are independent.

Additionally, if the application for an EU trade mark registration is pending on 1 January 2021, the intellectual property rights’ owner may apply for registration of a comparable UK trade mark within the nine months after the end of the transitional period, i.e. up to and including 30 September 2021.

This will also apply to those whose application for international registration or subsequent designation was filed with a national office before 1 January 2021 but whose confirmation of such registration or subsequent designation is dated after that day. The difference is that the nine-month period will start to run from the date on which the international registration was recorded by the World Intellectual Property Organization (WIPO) or, for subsequent designations, from the date on which the application for EU protection was recorded in the International Register.

If you require further guidance please contact our Intellectual Property department lead by our Rocio Escámez

e-mail: rocio.escamez@scornik.com

direct dial: +44 2039629927

Read more about Intellectual property.

Proceedings started up to 31 December 2020

When proceedings started before 31/12/2020, within the European Union (EU), the rules on which country's courts have jurisdiction over a dispute and the enforcement of judgments will continue to be determined by the Brussels I Regulation and the Lugano Convention, which provides for the parties' contractual choice of jurisdiction and judgments from the courts of member states are recognised and enforceable across the EU.

Proceedings started after 1 January 2021

Post Brexit, the Brussels I Regulation and the Lugano Convention will no longer rule the jurisdiction and the recognition and enforcement of judgments in civil and commercial matters when one of the parties is domiciled in the United Kingdom (UK).

In order to address this issue, the UK has taken some actions which include applying to join the Lugano Convention in its own right. Although the Lugano Convention would offer a similar framework to the Brussels Regulation, the process to its approval will take months and a decision from the EU on the UK’s accession is still pending, in other words, it is not guaranteed.

In the meantime, jurisdiction and enforcement of judgments for matters issued in the UK will be determined by common law, supplemented by the Hague Convention 2005 (the HC2005), which UK has acceded in its own right with effect as from 1 January 2021. The HC2005, to which all EU member states are party, requires the court of choice in an exclusive choice of court clause to hear the case and prevents the courts of the other countries from hearing proceedings when they are not the chosen court. Therefore, parties may now consider adding exclusive jurisdiction clauses in their contracts to avoid future disputes on this matter.

In addition, the HC2005 requires any judgment rendered by the chosen court to be recognised and enforced in the courts of all other contracting parties. Moreover, many EU member states enforce foreign judgments under their national laws, regardless of international arrangements. This is the case in the UK and Spain; among others. However, there may be additional requirements, and thus more time and cost involved.

Written by Eugenia Pagán Sánchez.

Read more about Litigation Law.

The persons in charge of conducting the interview will inform the applicant on how to make the application, and will help the applicant to complete it, providing the applicant with the basic information related to it. Likewise, they will collaborate with the applicant to establish the relevant facts of the request.

The filing of the application for international protection will be communicated to UNHCR, which may be informed of the status of the file, be present at the hearings with the applicant and submit reports for inclusion in the file. For this purpose, they will have contact with the applicants, including those who are in border offices or in detention centers for foreigners or prisons.

Rights and Obligations of The Applicant

The applicant for international protection, once has submitted the application, has the following rights:

• To stay in Spain until the request is resolved, unless a claim from another country of the European Union or from an International Criminal Court is made;
• To be documented as an applicant for international protection;
• To legal assistance, free of charge if necessary;
• To the assistance of an interpreter in a language that is understandable to the applicant;
• To forward the request to the United Nations High Commissioner for Refugees (UNHCR) in Spain;
• To the suspension of any process of return, expulsion or extradition that could affect the applicant;
• To know the content of the file at any time;
• To health care in case of need and to receive health benefits;
• To receive specific social benefits.

Applicant’s duties:

• To cooperate with the Spanish authorities in the procedure;
• To submit, as soon as possible, all those circumstances that, together with the applicant’s own declaration, contribute to substantiate the request. Among others, the applicant may produce the documentation that the applicant may have at hand about age, past - including that of related relatives -, identity, nationality or nationalities, places of previous residence, previous international protection applications, travel itineraries, travel documents and reasons for those who request protection;
• To provide fingerprints;
• To allow to be photographed;
• To allow his statements to be recorded provided this has been previously informed to the applicant;
• To inform about the applicant's address in Spain and any change of the said address;
• To inform the competent authority or appear before it, when so required in relation to any circumstance of the request.

Effects of The Submission of The Application

Once the international protection has been requested, the foreign person may not be subject to return or expulsion until the request is resolved or it is not admitted.

The request for protection will give rise to the beginning of the calculation of the periods foreseen for it’s processing.

The applicant may be entitled to receive benefits if he/she qualifies.

Read more about Immigration Law.

What about UK nationals and their families who arrive in Spain during the transition period?

In this case, the rights of UK nationals and their families will be derived from the application of EU law with the exception of the right to vote and stand in elections to the European Parliament and the exercise of the EU Citizen Initiative.

UK nationals arriving in Spain will have to request a certificate of registration, or green certificate, and their relatives will have to request a card of a relative of an EU citizen to the Offices of Foreign Affairs and Police Stations.

Since they will also be able to benefit from the provisions of the Withdrawal Agreement, the Spanish government and the European Commission are currently working to introduce a Foreign Identity Card that explicitly states that the holder is a beneficiary of the agreement. This will facilitate administrative procedures as well as any crossing of the external European Union border.

For now, having a registration certificate guarantees UK nationals and their families’ rights as residents in Spain.

What will be the situation of UK nationals and their families living in Spain once the transition period ends?

The Withdrawal Agreement stipulates that once the transition period ends, UK nationals and their families will maintain their rights of residence, work, study and Social Security. That means that they can continue to work in Spain without any additional permit.

Registration certificates of UK nationals and ID cards of family members obtained before the end of the transition period will serve to prove their legal residence in Spain.

Additionally, once the issuance of a Foreign Identity Card is available, UK nationals and their family members will also have to request this card.

For now, having a certificate of registration guarantees UK nationals and their families’ rights as residents in Spain.

What about British citizens and their families who begin their legal residence in Spain after the transition period?

The rights of British citizens who decide to begin their legal residence in Spain after the transition period as well as those of their family members, will be established by the agreement regulating future relations. If there is no such agreement, the general provisions governing foreign residents in Spain will apply.

Written by Lucía Fernández Yaipén

Read more about Immigration Law.

We will refer to the European Union as the 27 countries that constitute the political and economic union, plus Norway, Switzerland, Liechtenstein and Iceland. So, if you are planning on travelling to the EU after the transition period is over you should check a few things beforehand.

The first thing that you should do is check when your passport expires, since on the day of your travel your passport must be less than 10 years old and have at least 6 months left till it expires. If your passport does not meet these requirements you will be not be able to travel to the EU. Therefore, you might have to renew your passport a process which usually takes around 3 weeks.

These rules do not apply if you are travelling to Ireland. You can continue to use your passport as long as it’s valid for the length of your stay.

The second thing worth checking is your travel insurance coverage since once the transition period is over the European Health Insurance Card (EHIC) will no longer be valid and UK citizens will have to pay for their medical bills.

Another thing to check is your driving documents since you might need and international driving permit to drive in some countries. If you are travelling with your own vehicle, you might also need a ‘green card’ or valid proof of insurance and a GB sticker.

When travelling with pets you should start organising and contacting your vet at least 4 months before starting your journey, as from the 1st of January of 2021 the existing pet passport scheme will suffer modifications.

Additionally, it might be important to find out the roaming charges, if any, of your phone operator. As from the 1st of January of 2021 the guaranteed free mobile phone roaming throughout the EU will end.

Lastly, when travelling to the EU as a tourist you will not need a visa. You will be able to stay for up to 90 days in any 180-day period. However, you might need a visa or permit to stay longer, to work or study, of for business travel. You may also be required to show, at border control your return or onward ticket and demonstrate you have enough money for your stay.

These are the main things that should be checked before travelling to the EU. However, these may change as the final negotiations between the UK and the EU take place.

Written by Sara Caselles Gayà.

Read more about Immigration Law.

The agreement covers:

• trade in goods and services, including provisions on rules of origin, preferential tariffs and quotas
• intellectual property
• geographical indications
• government procurement

The agreement will ensure British businesses and consumers benefit from continued access to the region after the UK leaves the EU. For instance, consumers in the UK will continue to benefit from lower prices on goods imported from Central American countries party to this agreement. The same applies to consumers in Central America who will benefit from lower tariffs on goods produced in the UK.

It is preferable to trade on these terms rather than on World Trade Organization (WTO) terms, because this way the UK can strengthen its trading relationship with Central America and support British jobs.

The UK-Central America Association Agreement replicates some elements of the EU-Central America Agreement, such as provisions on political dialogue, increased economic ties and other forms of cooperation between the two regions on issues like the environment and human rights.

Then Foreign Secretary Jeremy Hunt welcomed the new Agreement and said: “This agreement is of real importance as we prepare to leave the European Union and strengthen our ties with the rest of the world.”

When does the agreement take effect?

The UK ceased to be a member of the political institutions of the EU on January 31st 2020. However, it will continue to be treated as a member of the single market and customs union until December 31st, 2020, which is the end of the transition period following its departure from the EU. The EU also requested that third countries with EU trade agreements treat the UK as a member state during this period.

Thus, the UK-Central America Association Agreement will not enter into force while the EU-Central America Agreement continues to apply to the UK.

Written Lucía Fernández

Read more about Corporate & Commercial.

Below we mention the main changes to be aware of in the event of Brexit in a No Deal scenario.

• European entities formed under EU law.
• uropean economic interest groupings (EEIGs)
• European public limited liability companies, known as ‘societas Europaea’ (SEs)

Following the UK Government guidance, SEs and EEIGs registered in the UK can make alternative configurations before 1 January 2021.

For instance, an SE can convert to a UK public limited company (PLC) if it has:

• had 2 sets of annual accounts approved. (*)
• been registered for at least 2 years
• EEIGs and SEs and can also move their seat of registration from the UK to another EU member state.

Any entities that have not completed the conversion process before the exit day, will automatically converted to a new UK corporate entity.

(*)We understand the last two annual accounts

Cross-border mergers

From 1 January 2021, UK companies will no longer be able to make use of the EU cross-border merger rules. Therefore, any cross-border merger involving a UK and EU company (or partnership) that has not been completed before exit day may fall.

Uk companies who would like to merge with another company outside of the UK will need to transfer liabilities and assets through contractual arrangements. This means following the same process that the UK has currently with non- EEA companies.

EEA companies: Filing and disclosure changes

After exit day, the UK will no longer be part of the EU.

The main changes relating to filing requirements will impact on EU-registered companies which have registered a UK establishment and UK companies who have appointed services from an EU corporate officer. In both cases, those companies will need to provide additional information to Companies House.

The Government is in the process to laying all necessary Statutory Instruments that will ensure the UK´s company law regulations is up to date with the UK´s status outside the EU.

Written by Laura Gallego Herráez.

Read more about Corporate & Commercial.

The Government’s policy intends to simplify tariffs by eliminating ‘’nuisance’’ tariffs (those of less than 2%) and rounding higher tariffs down to the nearest standardised band. This will reduce administrative burdens for businesses that want to import into the UK.

Additionally, the UK government plans to remove or reduce tariffs for goods considered as key inputs to UK manufacturing (such as wood and plastic) as well as tariffs in areas where the UK does not have a significant domestic industry to protect (like cotton, bicycle parts and footwear). British manufacturers and consumers rely on these imported goods, so the UK government wants to avoid discouraging imports.

On the contrary, tariffs on products where the UK has defensive interests (such as the automotive, agriculture and biofuel sectors) are being retained, in an effort to protect British producers.

Finally, the UK Global Tariff also meets an environmental goal, hence why the UK government is planning on making around 100 environmentally friendly products tariff free in order to help the United Kingdom meet its Net Zero commitment by 2050.

What does the United Kingdom Global Tariff cover?

The UKGT will apply to all goods at the border when they are imported into the UK, but does not cover other import duties, such as VAT (Value Added Tax). It is also important for businesses to inform themselves on trade remedy measures, like anti-dumping, countervailing and safeguards that could apply to certain products.

The UKGT does not apply under certain circumstances, for instance, if an exception applies, such as a relief or tariff suspension. Furthermore, the UK government has committed to allow preferential tariffs to less economically developed countries under the Generalised Scheme of Preferences. Therefore, if the goods that are imported come from one of these countries, the UKGT will not apply. Lastly, the Global Tariff will not be applied on imports from countries with which the UK has secured a preferential trade agreement.

What is the new tariff-rate quota?

Products covered by a tariff-rate quota, can be imported at a zero or lower tariff rate as long as they fall under a certain limit, which can be expressed in units of weight, volume, quantity or value. If the limit is exceeded, a higher tariff rate will apply.

What will be the consequences of the new United Kingdom Global Tariff?

The UKGT will expand tariff free trade and will result in 60% of relevant imports into the UK (around £30 billion worth of trade) becoming tariff free, as opposed to 47% under the EU’s Common External Tariff.

The tariff and VAT have been removed on some goods in light of the coronavirus outbreak. This will however be reviewed throughout 2020, depending on how the situation evolves and could eventually continue to apply in 2021 if necessary.

Written by Lucía Fernández Yaipén.

Read more about Taxation Law.

Both countries are historic allies that share history and language. However, red lines have appeared on the negotiating table which may condition the success of the said agreement. Below, we analyzed key aspects of UK-US negotiations.

Import / export of food and agricultural products.

Britain expects to win lower tariffs on its agricultural exports to U.S.

US is not eligible to export food products to European countries due to that it does not meet the European regulations. Therefore, Washington considers Brexit an opportunity to exports that products to UK. However, standards campaigners are concerned that UK will import products which are produced with lower quality, such as the hormone treated beef and chlorinated chicken.

National Health Service

Initially, Trump expressed the interest of American companies in accessing to the British National Health Service (NHS), however, the British Government has repeatedly stated that the UK health system is outside the trade agreement. It seems that the American president has abandoned that requirement at the moment.

Huawei

In January 2020, Boris Johnson resisted pressure from US to ban Huawei in the UK market, which created friction between the two countries. However, the British Government is reviewing the decision taken in January, and according to the British Newspaper the Telegraph, Boris Johnson’s cabinet is planning to phase out Huawei’s equipment from 5G mobile networks. This decision would create losses for UK companies that have already invested resources in the Huawei 5G, such as Vodafone and BT.

Digital Tax

Since 1 April 2020, the UK has taxed 2% of the turnover of large technology companies, such as Google, Amazon or Facebook.

Steven Mnuchin, the US Treasury secretary, warned that if the UK applies the digital tax, the US could consider imposing "arbitrary tariffs" on imports of British vehicles, among other products.

When will the negotiations between the two countries be concluded?

The duration of negotiations leading to the signing of the agreement depends on a number of factors, including:

• The coronavirus pandemic.
• The result of the ongoing negotiations between the UK and the EU.
• The next US presidential elections scheduled for 3rd November 2020.

Written by Laura Gallego Herráez

Read more about Corporate & Commercial.