Companies: streamlining the documents required for mergers and divisions and new legal regulations for corporate websites

30 March 2012

On March 17, 2012, the Official State Gazette published Royal Decree-Law 9/2010 dated March 16th which streamlined information and documentation obligations for mergers and divisions of corporate enterprises. Said Decree-Law is the result of the transposing of EU Directive 2009/0109 of the European Parliament and Council dated September 16, 2009 which partially modified both the Corporate Enterprises Act as well as the Act on Structural Modifications to Companies.

The main objective of the reform is to relax the legal system for Spanish corporate enterprises insofar as regards E.U. obligations to inform on and document mergers and divisions, as well as to establish positive law legal regulations for corporate websites and the publication thereon of company transactions.

Lastly, under the Act on Structural Modifications to Companies, there are modifications to specific precepts relating to the right of withdrawal of shareholders in the event of cross-border mergers and the transfer of the company seat abroad. Exemptions for corporations and general and limited partnerships (Sociedades Anónimas and Sociedades Comanditarias por Acciones) from formal obligations to publish and deposit the merger and division project when the decision to merge is made in the General Shareholders Meeting have also been established.

For further information, please contact Uri Geigle: ugeigle@mmmm.es