Bacciardi Partners advised CORA SEEDS S.r.l., a Cesena-based company specialising in the research, production and marketing of vegetable seeds for the professional market, on the incorporation of its Spanish subsidiary, CORA SEEDS IBERICA, S.L.
The incorporation of the Spanish company represents a significant strategic step in CORA SEEDS’ growth and international expansion.
Through its direct presence in Spain, CORA SEEDS intends to strengthen its commercial and operational position in one of Europe’s leading horticultural markets and further consolidate its development across the Mediterranean region and Southern Europe.
Spain represents a market of primary importance for seed companies. Favourable climatic conditions, the strong fruit and vegetable farming tradition of the Almería, Murcia and Valencia regions, and the widespread use of protected cultivation support a highly developed and specialised agricultural sector.
The new company will allow CORA SEEDS to operate in closer proximity to its professional customers and further develop its relationships with distributors and technical partners across the Iberian Peninsula.
Bacciardi Partners assisted CORA SEEDS throughout every stage of the transaction, from the initial strategic planning through to the completion of the start-up activities for the new Spanish entity. In particular, the firm provided assistance with:
- the analysis of the legal structure of the investment;
- the preparation of all documentation required for the incorporation and registration of the company with the competent Spanish authorities;
- the coordination of all activities and formalities required to complete the incorporation process;
- the establishment of the company’s corporate governance structure; and
- the preparation of the documentation required for the management, internal organisation and start-up of the company, up to and including the opening of its bank account.
Bacciardi Partners also advised on all international tax matters connected with the incorporation of CORA SEEDS IBERICA, S.L. In particular, the firm provided assistance with:
- the assessment of the tax implications connected with the various governance models available to the subsidiary under Spanish corporate law;
- the design of the transfer pricing policy and the performance of the relevant benchmarking analyses to ensure that intra-group prices were established in accordance with the arm’s length principle under Italian and Spanish transfer pricing rules;
- the structuring and contractual regulation of the intra-group relationships between the Italian parent company and the Spanish subsidiary, in line with the agreed transfer pricing policy; and
- the registration of the Spanish subsidiary with the competent Spanish tax authorities and the VAT treatment of cross-border transactions between the group companies, ensuring compliance with the applicable Italian, Spanish and European Union regulatory framework.
Bacciardi Partners acted through a multidisciplinary team comprising Partner Pier Federico Orciari and Associates Axl Tosco and Giulia Belardinelli from the Cross-Border Corporate Law Department, and Partner Tommaso Fonti and Senior AssociateValeria Zega from the International Tax Department.