GOVERNMENT CONTRACTS

Lawyers for Government Contracts

In the world of technology businesses a government contract can have a significant impact on success. When you are handling government contract matters as a prime or a sub-contractor, it is important to take steps to ensure the best possible results. Work with Solicitor Valencia  a Spanish law firm that focuses exclusively on legal matters that will help your business grow.

Our law firm provides counseling and litigation expertise in all phases of government contracts. We are experienced transactional attorneys and litigators with knowledge of applying for Goverment contracts of all kind

Government Contracts Law

When it comes to defense contractors, we are uniquely qualified as some of our lawyers have worked for the Goverment before.

  •  We handle a wide range of matters related to government contracting:
  • Bid protests
  • GAO protest procedures
  • Equitable adjustments
  • Claims and other performance disputes
  • Small-business issues
  • Socio-economic program compliance
  • Defective pricing
  • Terminations of government contracts
  • False Claims Act
  • Homeland Security

Contact us

Does your business need legal assistance with a government contract matter? Contact  Solicitor Valencia  by calling now to (+34)96 332 59 59  to schedule a confidential consultation or e-mail us   Our law firm is uniquely qualified to assist in government contract matters and looks forward to exceeding your expectations.

VENTURE CAPITAL SERVICES & PRIVATE EQUITY

Where Government & Venture Capital Converge

Our firm is located in the Valencia Metro area, the leading location for start-up companies and business seeking capital in an unstable economy, where venture capital and the government converge. Our attorneys have experience working with venture capital firms, angels and private investors across the Spain, UK and overseas.

If you are a company that seeks, venture capital funding, we can help your business become more venture capital friendly. Because obtaining venture capital is often a difficult process and only a small minority of businesses achieve their ultimate goals we cannot guarantee success, but we can definitely improve your odds. We can also help you explore other capital and financing alternatives-angels, private investors and lenders.

Finding VC Funding

If you are able to successfully attract venture capital or other private financing, we can help you negotiate the terms of the venture capital or private investor contract. We can advise you on how to best protect your interests. While venture capital can be very positive, it certainly comes with risks. Without experienced legal representation, many entrepreneurs have readily signed into contracts that they later regretted. We understand the types of provisions that can be the source of traps for unwary entrepreneurs such as liquidation preferences, preferred class preferences, anti-dilution clauses, security interests, and provisions which give up too much management control or permit an easy path to board and management takeovers.

Compliance

We can help you comply with all the legal requirements including preparation of offering documents to comply with the disclosure laws, creation of any new preferred classes of shares in accordance with state corporate law, and state and federal security registration to comply with state (blue sky) and federal (SEC) laws. We can generally structure the transaction so that it is exempt from registration, which is very expensive and time consuming.

Disputes

With all of the changes in financial positions many companies and even venture capital firms themselves are feeling the squeeze and have become more risk averse. This can lead to disagreements for things like capital calls and the non-availability of financing when a note ballons or terms out. We have delt with these situations time and time again. Contact us at +34 – 963325959

MERGERS & ACQUISITIONS

From helping to grow and preserve your assets to achieving your business and financial goals,  Solicitor Valencia with you through every step of a merger or acquisition. Our lawyers assist businesses and banks locally and across the nation in buying, selling or combining different corporate structures to maximize business potential, market share and wealth.

Mergers and acquisitions have the potential to permanently alter your business model. With this much riding on a business transaction, it is important to partner with a law firm equipped to give the right advice. At Solicitor Valencia, our lawyers bring a broad range of big-firm, sophisticated transactional experience to the practice of law as a focused boutique firm.

We use the extensive and diverse experience of our attorneys to conduct in-depth assessment and analysis of transactions. Completing this due diligence gives our clients peace of mind that their business is getting the best possible results. They can rely on our valuable advice at a time their business needs it the most.

Solicitor Valencia also assists with each aspect of the merger or acquisition:

  • Analysis of state and autonomical laws
  • Financing arrangements
  • Tax planning
  • Negotiation
  • Drafting and review of transaction contracts and related documents

Solicitor Valencia can effectively and efficiently provide the legal support you need during your transaction with the same resources and experience found at larger firms, at a fraction of the cost.

Legal Partners for Mergers and Acquisitions

Does your corporate strategy call for rapid growth, or are you selling your business and moving on? If so, contact Solicitor Valencia for legal help during the purchase, sale or merger of your business. Our Valencia ( Spain), law offices are available by calling (+34) 96 332 59 59. We operate in all the country and abroad

Partners With Valuable Advice — Just When You Need It

ENDING JOINT OWNERSHIP

If you own a property/ies jointly with other people and you have decided that you no longer wish to maintain the joint ownership, we can force the issue, allowing you to either purchase the other share, they purchase your share, or the property sold and the moneys divided.

Our experience shows that as soon as the other party realises that we can indeed force the issue using the courts, they tend to agree to settle the case, very often in favourable conditions to our clients.

Typical scenario: A couple purchases a property in Spain in joint names. The relationship deteriorates. The economically weak partner will wish to sell and the other party claims that he/she will only pay a ridiculously low amount for the other half, and that he will not accept any different. The necessity of money sometimes leads the weak partner to accept an unreasonable settlement due to the urgency for money. Please note also that even if one partner put in all the money what matters is what the title deed of purchase says.
In these cases we will sometimes work with NO MONEY UPFRONT

ILLEGAL PROPERTY CLAIMS

ILLEGAL PROPERTY CLAIMS

If you have purchased a house and do not yet have all your paperwork in order, we will sit down with you and propose the best way forward.

My opinion on the subject of illegal houses:

ILLEGAL HOUSES

Before explaining the bad things, please let me clarify that if you use a solicitor, and he follows normal procedures, the Spanish system allows for 100% safety.

When talking about illegal houses, the cases are diverse, but in all of them their is a certain element of blame to be assigned to the purchasers in different degrees. In 100% of the cases their situation is unfair.

Even though difficult to assign a number, my estimate would be aprox. 10,000 illegal houses in Spain , even though their could be more.

The casuistic is diverse, but the bulk of the cases would be:

A. House built on rustic land with no building licence.

B. House built on rustic land that the proposed PGOU , includes as urbanizable without building licence from town hallr:

C. House built on rustic land that the proposed PGOU , includes as urbanizable with building licence from town hall:

Most of the properties are sold to low budget buyers. Many corners will have been cut to save costs both on the buyers side (not using an independent solicitor), and the builder side. Any of the three cases above will probably be combined with at least one of the following problems.

Lack of bank guarantee on stage payments.

Title deed problems. (non registered deeds etc)

Lack of project for the house.

Lack of 10 years insurance certificate.

Lack of licence of first occupation.

Undervalued title deeds.

Lack of boletines. (certifications for electricians and plumber)

Infrastructure problems.

WHY ARE SO MANY BRITISH PEOPLE IN TROUBLE, WHO IS TO BLAME AND WHY?

A.GENERAL CIRCUMSTANCES.

Large demand for cheap «villas» by British citizens who realise that they can actually fulfill their dream. Builders in that area realised that their was a lot of margin in selling properties built on rustic land , which is 20 times cheaper than build able land

B.TOWN HALLS /COMUNIDADES AUTONOMAS. (SPANISH ADMINISTRATION)

Town halls in the Almanzora area have proposed (during the past two or three years )their new PGOU. (rezoning), creating a lot more urbanizable land to allow a lot more building in their respective municipalities (villages), but the COMUNIDAD AUTONOMIA, has not accepted the proposed rezoning stating that they increase the build able land too much. In the interim , builders have:

Built properties on land that even though rustic they thought was going to become urban without licence but with the town hall no stopping the building (because they thought that even though slow the COMUNIDAD AUTONOMA would eventually aprove their rezoning.

Built properties in the new urbanizable area (not approved by the COMUNIDAD AUTÓNOMA), and the town hall in their confidence that the COMUNIDAD AUTONOMA would approve their rezoning actually issued a building licence. (this happend at the beginning before COMUNIDAD AUTONOMA starting making clear indications that they would not approve all that was being proposed by the town halls.

On the strength that the town hall was not stopping any of the two cases above, even though theoretically illegal, unscrupulous builder have decided to simply build on land that is rustic, was rustic, and always would be rustic.

THE SITUATION TODAY :

Everyone is waiting to see where the COMUNIDAD AUTONOMA and the town halls draw the lines of urbanizable land.

When the lines have been drawn , what will their position be regarding the illegal houses left?. (some will find a solution by 1)

At the same time the public prosecutor is involved also, as building an illegal property in Spain is a criminal offence. The public prosecutor is now very active in taking people to court regarding the illegal properties. The admnisitrative rules of Spain are clear: an illegal propertie has to be domolished. When the public prosecutor is involved on a criminal level he is free to decide to demolish or not.*

WHAT SHOULD A PERSON WHO HAS PURCHASED AN ILLEGAL PROPERTY DO?

1. Hire a solicitor/barrister. When hiring a solicitor barrister , they must be aware that these cases are time consuming and complex . They will need to find out how the solicitor /barrister will charge. It would be fairly normal to expect to pay for an initial report on what their options are. From my experience clients in these cases find it difficult to focus on who is causing their problems. . They need to discuss their expectations with the solicitor /barrister at the outset and ask him for a worst case scenario to be clearly explained to them.

What can the solicitor do for them?

If they have bank guarantees (they all should have , but from what we have seen most do not), then case is very simple, as they just have to execute them. (this is not expensive)

If the bank guarantees do not exist different avenues must be looked into and a report of the different options should be presented to the client. If the property has a combination of the problems shown above that lead the solicitor /barrister to think that it is not going to be possible to obtain eventually clean title to a legal house, then we believe in a civil court case against the builder as soon as possible. (another problem in this area is that a lot of the builders are very small, and that if they have built for example 10 properties, and everyone initiates a claim against them , they will simply not have enough money to pay, which means first comes firs served. If the builder has hidden away the money from the sale (from our experience, this happens a lot in that area), then the solicitor /barrister should consider a criminal case for fraud.

Understand the expectations of the client, and clarify if they are over optimistic . We have found that a lot of the clients with these sort of problems are not aware of how serious their situation is and therefore their expectations are too high. (i.e. expect that the bad tiling in the bathroom will also be sorted out before the case is over, when we are discuss a totally illegal house and seller that has disappeared )

WHAT THE BRITISH GOVERNMENT COULD DO:

I am not certain if they should , could or wish to do anything, but if they decided to so perhaps it could be:

TO GET THE COMUNIDAD AUTONOMA AND THE TOWN HALL TO SIT DOWN AND APPROVE THE PROPOSED ZONING PRESENTED TO THEM BY THE TOWN HALLS HOPEFULLY INCLUDING AS MANY OF THE ILLEGAL HOUSES AS POSSIBLE. (therefore giving the chance to the buyers to possibly legalise their houses ).

When the lines have been drawn and agreed on by the town hall and the Autonomic Goverment., establish what will happen with the illegal ones. (nothing, legalization after a few years, demolition).This is essential so that the buyers can initiate claims against the builders before they disappear. (a lot of buyers are postponing the claim in case their house is later legalised, giving the sellers the chance to hide asset ts etc)

SPECIAL CHIEF PUBLIC PROSECUTOR FOR URBANISTIC MATTERS (INDEPENDENT, BUT NAMED BY THE GOVERNMENT)?: * (intervies in EL PAIS NEWSPAPER at the end of e-mail)

Will he be ordering demolition when their is 3rd innocent party. At the moment he say yes.

SOLUTION FOR THE FUTURE BUYERS. FOR IT NOT TO HAPPEN TO THEM.

1. The most important thing is to consult an independent solicitor. Hiring the correct solicitor can save you a great amount of money.

Good ways to choose a solicitors:

Ask us.

Ask other people that have purchased property in the area.

Ask the British Consulate .

Ask your bank in England if they have a list of recommended solicitors in this area.

Ask for an initial consultation to confirm that the procedures above will be followed.

Bad way to find a solicitor:

To depend entirely on the recommendation of the estate agent or builder.

Choose a solicitor simply because he/she is the cheapest.

2. Purchase a book about purchasing a property in Spain . Their are many good books on the subject, and the procedures set out in these books in general are correct and do/should take place .If the builder says «this is Spain » and these procedures are only followed in the books and not in practice then DO NOT PURCHASE THAT PROPERTY.

3. Always in insist on receiving bank guarantees on your stage payments. These are obligatory by law, and it means that even if everything else went wrong you would always get your money back plus interest.

EL PAIS NEWSPAPER 30th of October 2006

*THE NEWSPAPERS. (Public prosecutor in favour of demolishing illegal builds)

It is considered that their are aprox. 100.000 illegal properties in Spain , built without a licence, or with a licence that is illegal. * El Pais newspaper 30th of October 2006.

The Guardia Civil has so far take action against 12, 832 of these properties.

Up to now owners of these properties have not been overly concerned as the general public opinion is that after a series of years they would manage to legalise their properties. In many cases this has been true , because after four years of inactivity by the administration in combination with other conditions , very often it was possible to legalise the houses.

The problem has become so serious that the figure of FISCAL DE MEDIO AMBIENTE Y URBANISMO has recently been created (his mission is to coordinate all the public prosecutors in Spain in all cases that refer to illegal buildings as contemplated by our criminal code.

He has been interviewed in the PAIS NEWSPAPER (30th of October 2006), and my interpretation of his replies in this interview is: that he is in favour of more demolitions via a more strict application of article 319.3 of the Spanish criminal code . He also states that this will not always be the case, but that the tendency should be for the property to be demolished and the purchasers should take legal action against the builders that sold them the property. He also indicates his doubts about the lack of blame of the purchasers. He considers that in most cases the buyers are not taking the minimum precautions before purchasing (searches etc), and that in some cases he believes they may even know that what they are purchasing is not 100% correct, as these properties are often sold for lower prices…

PROPERTY TAXES

Our property tax filing service for nonresidents includes:

  • Preparing and filing nonresident taxes.
  • Receiving all notifications from the tax authorities on behalf of your properties. We will process these notifications and contact you immediately regarding any requests made by the tax authorities.

Articles:

FAQs:

CAPITAL GAINS FROM THE SALE OF REAL ESTATE PROPERTY

This guide do not substitute professional advice, which we will be happy to provide on request.

A capital gain as a result of the sale of real estate property is subject to taxation. When a change in property takes place the income is considered due.
In general terms, a capital gain is determined by subtracting the purchase value from the sale value.
The purchase value is made up of the price paid for the property to which the amount of the expenses is to be added, excluding interest rates, and taxes related to the acquisition, , that have been paid by the present transferer. This value is to be modified by the application of the up-to-date coefficients established on an annual basis by the General Budget , depending on the year of purchase.

The application of these coefficients requires that the property had been acquired at least one year before the date of sale.

If the property had been rented, the purchase value determined as mentioned before, must be reduced by the amortization corresponding to the rental period. The amortization is to be updated by the mentioned coefficients depending on the year.
The sale value is the amount for which the transaction has been carried out, having deducted the amount of the expenses and taxes referring to the transfer which the vendor has been responsible for.

The difference between the sale value and the purchase value, so determined, will be the capital gain subjected to taxation .

Nevertheless, if the property that is presently transferred had been acquired prior to December 31, 1994, the capital gain will be divided in two parts:

a) The proportion of the gain from the date of the purchase to 19th January 2006.

b) The proportion of the gain from 20th January 2006 to the date of sale.

The gain of the first part will be reduced by 11.11% annually for each year of ownership exceeding two years from the year of acquisition to 31st December 1996 rounded to the next higher whole number. The gain will be taxed.

If the individual who is selling the property had acquired it on two different dates or the property has been improved, the evaluation has to be undertaken as if they were two different capital gains, with different ownership periods for the application of the reduction coefficients and different up-to-date coefficients.

The person who purchases the property, even if he/ she is resident or not, is obliged to withhold and pay to the Treasury 3% of the agreed price. This payment is to be considered in the case of the vendor, as an advance payment of the tax corresponding to the transaction. Therefore, the purchaser has to forward to the non-resident vendor a copy of form 211 that has been used for the payment of the withholding in order for the vendor to be able to deduct this amount from the tax due to be paid, as a result of the assessment of the capital gain. If the amount withheld exceeds the tax due, the vendor may request a tax-refund.

In case that the withholding is not paid, the property will be tax due.
· Tax form to be used is form 212. Only in case of a property to be sold, that is co-owned by a non-resident married couple, a single tax-assessment may be filed.
· Filing period: Three months after the end of the deadline of the period for payment of the withholding. The purchaser has to make the payment of the withholding no later than one month after the date of sale.
· Filing place: At the District or Local Office corresponding to the location of the property.

Tax-refund of the excess withheld: In case of capital losses or in case that the withholding exceeds the tax due, it is your right to receive a tax refund of the excess withheld. The refund procedure starts with the presentation of a 212 form at the District or Local Office indicated. The refund will be forwarded by means of a bank transfer to the account stated in the return. The account holder has to be the taxpayer or representative. In the latter case, the representative has to be lawfully entitled to receive the payment. In case that there is no bank account open in Spain, a cheque payment may be requested. In any event, the 211 form filed with the withholding payment has to be attached to the 212 form for non-residents.

The Tax Administration is obliged to carry out a provisional settlement within six months following the deadline established for the filing period of form 212. If the provisional settlement has not been performed within this period, the Tax Administration will forward the excess of the self-assessed tax due. Once six months have passed, without having ordered the refund, due to reasons attributed to the Tax Administration, interests rates on the amount pending payment will be paid.

TAXATION OF URBAN PROPERTY OWNED BY INDIVIDUALS WHO ARE NOT RESIDENT IN SPAIN

This guide do not substitute professional advice, which we will be happy to provide on request.

1. INTRODUCTION

If you are not resident in Spain and own urban proper-ty in Spain, you are subject to Personal Income Tax, Property Tax and local Real State Tax.

1.1. REPRESENTATIVE

You are not obliged to appoint a representative before the tax authorities. However, you may appoint one, if you wish, and notify the appointment to the Office or Branch of the Tax Agency corresponding to the place where the property is located.

1.2. TAX IDENTIFICATION NUMBER (N.I.F.)

In Spain each person is assigned a tax identification number (N.I.F.) which must be used on all tax returns and communications addressed to the tax authorities.
In general, the N.I.F. of a Spanish national is his/her National Identification Number (D.N.I.); in the case of foreign nationals, the N.I.F. is their Foreigner Identification Number (N.I.E.). These identification numbers are issued by the Directorate General of the Police. Nevertheless, nationals of other European Union member states and of other states which are party to the Agreement on the European Economic Area who are not obliged to have a N.I.E. may apply to the Tax Administration for a tax identification number (N.I.F.).

2. PERSONAL INCOME TAX
a property is Where owned by a married couple or by various individuals, each one is treated as a separate taxpayer and must file returns separately.
Depending on what the property is used for, the in-come subject to taxation is as follows:

2.1. INCOME FROM URBAN PROPERTY FOR OWN USE

The income to be declared is the amount resulting from applying to the cadastral value of the property, as shown on the Real State Tax (Impuesto de Bienes inmuebles: I.B.I.) receipt, the following percentages:
– 2 per cent, in general.
– 1.1 per cent in the case of property whose cadastral value was revised or modified after 1 January 1994.
This income is chargeable once per year, on 31 December.
If you have not owned the property for the entire year or if it was leased for part of the year, you must declare the corresponding proportion.
– Tax return form: Form 210, using general section 210-A and indicating income type 02.
– Filing period: 1 January to 20 June.
– Place of filing: the Branch of the State Tax Administration Agency corresponding to the place where the property is located.
– Tax rate: 24%.

2.2. LEASED URBAN PROPERTY

The income to be declared in this case is the total amount collect-ed from the tenant, without deducting any expenses.
This income is chargeable when it is claimable from the tenant or when it is collected (if earlier). Each rent due is taxed separately and, consequently, a return must be filed for each rent due.
Nevertheless, collective returns may be filed which may include various chargeable income of one or more taxpayers falling within a calendar quarter. If the collective return includes the income of several taxpayers, the person filing it must be a representative or one of the persons which the law regulating this tax defines as being jointly and severally liable (payer or administrator).
– Tax return form: in accordance with the foregoing, there are two possibilities:
. Form 210. Ordinary return, using general section 210-A and indicating income type 01.
. Form 215. Collective return. Also indicate income type 01.
– Filing period: for ordinary returns (form 210), the deadline is one month after the date on which the rent is due. Collective returns (form 215) relating to a quarter must be filed within the first 20 calendar days of the month of April, July, October or January following the first, second, third or fourth calendar quarter, respectively.
– Place of filing: the Branch of the State Tax Administration Agency corresponding to the place where the property is located.
– Tax rate: 24%.

3.WEALTH TAX:

Non-residents must file a Wealth Tax return if they own property in Spain at 31st December of each year, regardless of the value of the property.

Urban property must be declared at the highest of the following three values:

-The cadastral value, as reflected in the local rates receipt for the year to which the return refers

-The value assessed by the Administration for the purposes of other taxes

-The acquisition price, consideration or value.

The net wealth (which is the taxable amount) is determined by the difference between that value and the charges or liens on the property and the debt principal invested in the property.

There is no tax-free allowance and, consequently, the base of assessment coincides with the taxable amount.

The tax payable is calculated by applying the tax rate approved for the year in question to the aforementioned taxable amount.

Each individual must file a separate return. Accordingly, if a property is owned by a married couple or by various persons, each one of them must file a single return for the corresponding part.

4.PROPERTY AND PERSONAL TAX:

A non-resident whose only taxable property in Spain is a dwelling fundamentally for own use may elect to use a single form for declaring Property Tax on the dwelling owned in Spanish territory and Personal Income Tax on the estimated income from the use of that dwelling.

Form, period and place for filing the return:

Form: 214. Simplified return for non-residents (dwell-ing for own use).
Filing period: the entire calendar year immediately following the one to which the return refers.
Place: the Branch or Office of the State Tax Administration Agency corresponding to the place where the property is located.

5. LOCAL RATES TAX

This is a local tax, i.e. levied by Municipal Governments, which is payable by real state-owners.

All real estate in each municipality is included in a census and has an assigned value (its cadastral value). The amount payable is calculated by applying the tax rate set by the Municipal Government to the cadastral value.

Each year, a Real State Tax payment slip is issued for each property in the census. Municipal Governments normally allow the payment to be made by direct debit to a bank account, which makes it easy for the taxpayer to pay the tax before the deadline and thus avoid surcharges.

The period for payment varies depending on the municipality, but it is normally around the months of September, October and November each year.

EUROPEAN SAVING DIRECTIVE

On 1st of July 2005, the ESD(European Saving Directive) came into effect. This is one of the measures of the EUTax Package. This directive is an agreement between the member states of the European Union to interchange information among them automatically about a resident of the EU that perceives amounts described as «savings» in another state of the UE.

Only Austria, Belgium and Luxembourg will not give information (during a transitory period) but will practice a retention at source in the payment , being increased progressively.

All EU States have joined the ESD and further:
dependent territories of the British Crown ( Channel Islands, British Virgin Islands, Turks and Caicos Islands, Cayman Islands. ).
dependent territories of the Dutch Crown (the Dutch Antilles, Aruba)
third countries like Switzerland, Andorra, Liechtenstein, Monaco and San Marino.

For those who have deposits in banks in Spain and receive interests, the payer bank will inform to the Spanish fiscal Authority about the identity and tax residence of the receiver and the amount of interest and the period in which they were obtained. The Spanish Fiscal Authority will send this information to the fiscal Authority of the residence of the receiver.

The interests obtained by companies are excluded of the ESD directive. However, these interests are object of the Directive on canons and interests obtained by legal entities (of the EUTax Package). The interests obtained in Spain by Spanish companies are excluded from this information.

Your Spanish bank will ask you for your TIN (Tax Identity Number). Only The Netherlands and Ireland have at the moment this TIN number for its residents (in Holland called also «to sufinummer».)

The rest of countries do not have TIN but the following information can be given to the payer bank:

UK: There are two quasi TIN. The UTR (unique taxpayer reference) is given with tax returns. The more familiar quasi TIN is the National Insurance Number (NINO).

Belgium, Austria and France: Social Security Number.

Denmark: Personal Code Number

Germany: Tax Office Reference Number.

Luxembourg and Sweden: National Identity Number.

OFFSHORE COMPANIES TAX DOMICILE REFORM

According to the Prevention of Fraud Act passed in December 2006, it is considered that an offshore company is domiciled in Spain for Corporation Tax purposes when:

1) The assets of the offshore company, directly or indirectly, are property or rights to be fulfilled or executed in Spain or
2) When the activity of the offshore company take place in Spain unless
3) The offshore company can prove that its address and management are effectively carried out in the offshore territory and also that the setting up and operation of the company are consequence of valid entrepreneurial and business measures, other than mere management of assets or other rights.

This means that in practice most offshore companies with assets in Spain will be considered the same as a Spanish resident company and therefore will have to declare in Spain all assets and income (explicitly or presumed) from all over the World.