RIGOROUS, INDEPENDENT, CONFIDENTIAL
Operations of Companies with Share Capital
Our collaboration will be based on the support to the execution of structural company modifications, understanding these as those alterations of the company that are beyond simple modifications of the bylaws in order to affect the net worth or personal structure of the company and which, therefore, include the transformation, merger, spin-off and global transfer of assets and liabilities.
Corporate Transformations
- A registered commercial company may be transformed into any other type of commercial company.
- A registered commercial company, together with a European Economic Interest Grouping, may transform into an economic interest grouping. Similarly, an economic interest grouping may transform into any type of commercial company or into a European Economic Interest Grouping.
- A civil corporation may transform into any type of commercial company.
- A public limited company may transform into a European Economic Interest Grouping. Likewise, a European Economic Interest Grouping may transform into a public limited company.
- A cooperative society may transform into a commercial company and a registered commercial company into a cooperative society.
- A cooperative society may transform into a European cooperative society and a European cooperative society may transform into a cooperative society.
Mergers
Two or more registered commercial companies merge into a single company by means of block transfer of their net worth and the attribution to the shareholders of the extinguished companies a series of shares, participations or quotas of the resulting company, that may be newly created or one of the companies merging.
Our collaboration would include:
- A report of the administrators for the Shareholders’ Meeting on the merger.
- The preparation of the Merger Project to be submitted to the General Shareholders’ Meeting.
- Deposit of the Merger Project and request to the Commercial Register for an Independent Expert to approve the merger.
- Execution of the merger and registration in the Commercial and Property Register, together with the settlement of the Capital Transfer Tax and the Stamp Duty Tax.
- Notification to the workers.
- Notification to the Tax Agency in order to be included in the Special Tax Regime.
- Presentation at the Tax Agency of the removal from the census of the absorbed company and of its last Company Tax.
Spin-offs
The spin-off of a registered commercial company may correspond to any of the following modalities:
- Total spin-off: total spin-off is understood to be the extinction of one company, dividing all its net worth into two or more parts,
- Partial spin-off: partial spin-off is understood to be the block transfer by universal succession of one or several parts of the net worth of a company, each of them forming an economic unit, to one or several newly created or pre-existing companies.
- Segregation: segregation is understood to be the block transfer by universal succession of one or several parts of the net worth of a company, each of them forming an economic unit, to one or several newly created or pre-existing companies, with the segregated company receiving in exchange shares, participations or quotas of the beneficiary companies.
Our collaboration would include:
- A report of the administrators for the Shareholders’ Meeting on the spin-off.
- The preparation of the Spin-off Project to be submitted to the General Shareholders’ Meeting.
- Deposit of the Spin-off Project and request to the Commercial Register for an Independent Expert to approve the merger.
- Execution of the spin-off and registration in the Commercial and Property Register, together with the settlement of the Capital Transfer Tax and the Stamp Duty Tax.
- Notification to the workers.
- Notification to the Tax Agency in order to be included in the Special Tax Regime.
Global Transfer of Assets and Liabilities
A registered company may transfer as a block all its net worth by universal succession, to one or several shareholders or third parties, in exchange for a consideration that may not consist in shares, participations or shareholder quotas of the transferee. The transferring company will be extinguished in the consideration is received totally and directly by the shareholders.
Our collaboration would include:
- A report of the administrators for the Shareholders’ Meeting on the global transfer.
- The preparation of the Global Transfer Project to be submitted to the General Shareholders’ Meeting.
- Execution of the global transfer and registration in the Commercial and Property Register, together with the settlement of the Capital Transfer Tax and the Stamp Duty Tax.
- Notification to the workers.