Do the obligations relating to groups of companies apply only to those in which the parent company is Spanish, or also to those cases in which it is a foreign company?

(Article 11)

The Directive (article 8.3) establishes, as a basic rule, the obligation of all companies with 50 or more employees to implement an internal channel. Law 2/2023 (article 10.1.a) establishes the obligation to have an internal system for legal entities that also have 50 or more employees. However, it is foreseen that if they have between 50 and 249 workers, and so they decide, they can share with each other the Internal Information System and the resources intended for management (understood as reception, in view of the article 6.1 in fine) and the processing of communications; whether they manage them, or whether this management has been outsourced (always respecting the guarantees provided for in the Law).

In the case of groups of companies, the Spanish legislator (article 11) allows them to have a single internal system and a person responsible for the whole group, in the terms established by its policy. In this sense, it would be admissible to have a common policy and designate a single person in charge of the system, with delegation of the management powers of the internal system and the monitoring of investigations.

It will be necessary, however, beforehand to verify that the consideration as a group of companies complies with the provisions of article 42 of the Commercial Code. In purity, therefore, it should be taken into account if the dominant or parent company is Spanish for the purposes of determining the existence of a group of society and power, therefore, favoring the possible centralization of channel and system.