New developments in the structural modifications of commercial companies
On 29 June, Royal Decree-Law 5/2023 was published in the Official State Gazette (BOE) transposing the European Parliament Directive on structural modifications of commercial companies. The new Royal Decree-Law completely repeals Law 3/2009 on structural modifications of commercial companies (LME). In this article we analyse the main new features of the new regulation affecting the procedure for cross-border and internal transformations, mergers and divisions.
Differences between the LME and the new regulation
The new LME entered into force on 29 July 2023 and applies to all structural modifications of commercial companies (transformation, merger, demerger and global transfer of assets and liabilities, both domestic and cross-border intra- and extra-European).
The main new features of the new LME are as follows:
- It lays down a number of common provisions that apply to all structural modifications, whether internal or cross-border.
- It lays down specific rules for each internal change.
- It also lays down general rules for intra- and extra-European (both outside and inside the European Economic Area) cross-border structural modifications.
With regard to the new features of the structural modification procedure, the following are worth highlighting:
- The content of the draft is very similar to that established in the previous regulations for mergers and spin-offs, but new features have been introduced that affect the documentation:
- A transformation project must be drawn up.
- The draft must include certificates certifying that the companies are up to date with their tax and social security obligations.
- The draft must also mention the cash compensation to shareholders entitled to dispose of their shares and the implications of the operation for creditors and the guarantees offered to them.
- Publicity of the amendment. In order for shareholders, creditors and employee representatives to be aware of the amendment, a notice must be posted on the company’s website or deposited with the Commercial Registry.
- Directors’ report. This will have two parts: one for shareholders and one for employees. The second part will explain the consequences from the point of view of labour law.
- Expert report. The report will include the expert’s opinion on the cash compensation to the shareholders mentioned above and an assessment of the adequacy of the guarantees offered to the creditors.
In short, this is a new development that adapts Spanish legislation to that of the European Union in order to provide greater security in company restructuring operations for shareholders, employees and creditors. If you want to carry out a business restructuring of your commercial company, it is necessary that you consider the new regulations and that you have the help of expert advisors in commercial law and corporate restructurings. Contact us and our team of experts will study your case, clarify your doubts and carry out all the procedures.
Noticias relacionadas
Following the implementation of the Remote Working Act, the penalties imposed by the Labour Inspectorate have increased by up to 20% in value. In the following article, we summarise which sanctions have been increased.
Noticias relacionadas
Following the implementation of the Remote Working Act, the penalties imposed by the Labour Inspectorate have increased by up to 20% in value. In the following article, we summarise which sanctions have been increased.
Noticias relacionadas
Following the implementation of the Remote Working Act, the penalties imposed by the Labour Inspectorate have increased by up to 20% in value. In the following article, we summarise which sanctions have been increased.
