Industrial Property: Patents and Trademarks

Exclusive rights for an invention (product or process) that offers a new solution or improvement.

The right to a patent belongs to the inventor.

When several persons have created the same invention independently, the right to the patent belongs to the person whose application is first registered.

Right to inventions made by an employee during the term of his contract, belong to the employer when the invention is related to their professional activity, or was created using the means and knowledge provided by the company.

The employer can claim ownership of the invention and the employee is entitled to financial remuneration based on the importance of the invention and the value of the means/knowledge provided by the company.

Patent holders can request cessation, compensation of damages, and seizure of infringing goods to prevent further infringement of the patent.

Both patent applications and patents can be transferred.

Patent applications and patents can be used as security for personal loans, if notified to the Spanish Patent and Trademark Office.

A type of intellectual property protection for functional inventions that involve a new shape, structure, or constitution of an object. These inventions, though minor, provide a significant improvement in the object's use or manufacturing.

A legal process where a company changes its legal structure, such as transforming from a partnership to a corporation. This involves maintaining legal identity but adopting a new legal status.

A legal process where two or more companies combine to form a single new company. This involves transferring rights and obligations under universal succession.

The process of a company transferring parts of its equity (shares or ownership) to one or more other companies. It involves a division of assets and liabilities.

The transfer of all equity (shares or ownership) of a company to partners or third parties. It involves a complete transfer of assets and liabilities.

This involves the separation of assets and liabilities into distinct units or components, allowing for redistribution to different entities.

The process where one company completely absorbs another company's equity, leading to a single, integrated entity.

A way to create a new company by merging the equity of multiple existing companies into a single entity.

This involves the transfer of all existing equity to a single entity, resulting in a complete change in ownership.

This involves a partial transfer of equity, where specific parts of a company's equity are absorbed by another entity.

A general meeting of shareholders is required to approve the proposed transfer of equity in both total and partial universal succession scenarios.

The process of universal succession takes effect upon registration in the Commercial Registry, demonstrating the legal validity of the merger or acquisition.

In universal succession, shareholders of the absorbed companies receive shares or stakes in the acquiring company, either on a proportional or total basis.

The compensation for the original shareholders of the absorbed companies is determined during the universal succession process, based on the transfer of equity.

Buyer can terminate the contract, claim damages or request repair/replacement, depending on the defect type and time of detection.

The buyer has 4 days to report visible defects and 30 days for hidden defects.

The buyer must officially notify the seller of the defect, usually in writing.

The buyer can return the defective goods within 14 days without needing a reason (EU law).

The seller and buyer can negotiate custom warranty terms, like extending repair time or limiting seller responsibility.

Payment must be in a form recognized by law (e.g., cash, bank transfer).

The seller has a legal claim to the payment for up to 15 years.

The buyer must make the goods easily accessible for delivery and specify location or transport method if necessary.

A temporary situation where a company is unable to meet its financial obligations, but expects to recover and its assets exceed its debts.

A permanent situation where a company is unable to meet its financial obligations, its debt exceeds its assets, and recovery is impossible.

A legal process where a company's assets are organized and distributed among creditors when the company is unable to pay its debts. This happens when bankruptcy and suspension of payments occur.

A temporary measure that allows a company to delay debt payments while it works on a plan to recover its financial situation.

A formal legal process where a company is declared bankrupt and its assets are liquidated to pay creditors.

The goal of suspension of payments is to gain temporary relief from debt payments while the company receives owed payments from its creditors, in the hopes of getting back on track.

The goal of insolvency proceedings is to provide a structured process for liquidating a company's assets to pay off creditors, ensuring that operations can continue if possible.

Insolvency proceedings can be initiated by the debtor, creditors, or other stakeholders. It requires extensive documentation, including a detailed financial history and a liquidation/reorganization plan.

Seller fails to deliver goods as agreed. Buyer can refuse the goods or demand delivery even if delayed, and claim damages in either case.

Buyer receives only part of the ordered goods. Buyer can refuse the partial delivery or accept it, but still has the right to demand the rest, terminate the contract, or ask for full delivery.

Goods delivered are different from what was agreed upon. Buyer can reject the goods or demand the correct quality, with damages claimed in both cases.

Goods delivered are of the correct type but are defective. The seller is responsible for providing a warranty for hidden defects.

Buyer fails to pay as agreed. Seller can terminate the contract, demand payment, or refuse to deliver goods until payment is received.

Buyer fails to pay an installment after receiving goods. Seller can pursue contract fulfillment or termination.

Buyer delays or refuses to receive goods without a valid reason. Seller can store the goods and pass costs onto the buyer, and choose between contract fulfillment or termination.

Seller can claim interest on delayed payments, at a legal or agreed-upon rate. Buyer in arrears must pay the overdue amount plus interest.