Less paperwork for company mergers and spin-offs

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1. Capital companies may have a corporate website, which is mandatory for listed companies. The law regulates its creation, modification, relocation and removal, and allows electronic communications with shareholders if they accept them.
2. In mergers, the merger project is published on the companies' websites instead of being filed with the Mercantile Registry. If a company has no website, filing with the Registry still applies.
3. Some requirements are simplified: in certain cases no independent expert report is needed, the merger balance sheet can be replaced by the semi-annual financial report for listed companies, and in proportional spin-offs several reports and the balance sheet can be dropped.
4. Creditors who oppose a merger and do not receive the required guarantees can request a marginal note in the Mercantile Registry and sue before the Commercial Court within the following six months to demand a guarantee for their credit.
5. Shareholders are granted a withdrawal right in cross-border mergers and in moves of the registered office abroad, following the rules of Title IX of the Capital Companies Law.
6. In takeover bids, clauses limiting the votes of a single shareholder become ineffective if the bidder reaches 70 percent of the voting capital, unless the bidder is not subject to equivalent neutralization measures.

Who it affects

• Capital companies, which can use their website to publish documents and communicate with shareholders.: Fewer procedures and costs.
• Listed companies, required to have a corporate website.: New publication duties.
• Shareholders, who can receive electronic communications if they accept them and have a withdrawal right in certain cases.: New rights.
• Creditors of merging companies.: Stronger opposition right and guarantees.
• Companies involved in takeover bids.: Limits on voting clauses.

Words worth knowing

Fusión (merger)

A transaction where two or more companies combine into one.

Escisión (spin-off)

A transaction where a company splits and transfers blocks of its assets to other companies.

Registro Mercantil (Mercantile Registry)

The official registry where key company data and acts are recorded.

Oferta pública de adquisición (takeover bid)

An offer addressed to a company's shareholders to buy their shares.

Derecho de separación (withdrawal right)

The shareholder's right to leave the company and receive the value of their shares in certain cases.

It summarizes the law as published in the BOE. It is written by artificial intelligence and may contain mistakes: the official text is what counts. Read the official text · How we make summaries