New legal regime for structural changes in commercial companies
On June 28th 2023 the Royal Decree-Law 5/2023 was published in the BOE, which transposes the Directive (EU) 2019/2121 and will result in the derogation of Law 3/2009, and the consequent emergence of a new legal regime for structural modifications of commercial companies.
This Royal Decree-Law, which will enter into application on July 29th 2023, raises some doubts from a practical point of view. What happens, without going any further, to ongoing operations? This is undoubtedly one of the questions that generates the most controversy since, in the interests of greater transparency, the application of this new legal regime entails new obligations for companies.
The purpose of this note is, precisely, to summarise succinctly the aforementioned obligations and/or main differences of the new legal regime of structural modifications:
1. Changes in structure
2. Main novelties in the regulation of structural modifications of commercial companies "in their internal sphere”
- Structural modification project
- Report of the Management Board
- Independent expert report
- Preparatory publicity of the agreement
- Shareholders’ protection
- Creditors’ protection
3. Main developments in "cross-border" structural modifications
- Shareholders’ protection
- Creditors’ protection
- Issue of a pre-operation certificate
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