Merging companies must be up to date with their payments to the Treasury.

Companies that are part of a company merger process, both within Spain and in cross-border operations, will have to be up to date with their payments to the Treasury and Social Security, once the Law on Structural Modifications of Commercial Companies comes into force, the preliminary draft of which was approved this February by the Council of Ministers.

The future law will be applicable to all companies that are considered to be commercial companies, either by the nature of their purpose or by the form of their incorporation, and will regulate the structural modifications, both internal and cross-border, of commercial companies consisting of the transformation, merger, spin-off and global cession of assets and liabilities.

All these operations must have, prior to their commencement, accreditation of being up to date with tax and Social Security obligations, by means of providing the corresponding certificates, valid and issued by the competent body. Thus, it is established in articles 17, 39, 68 and 78 of the aforementioned draft bill, which will soon be sent to Parliament.

Companies in an arrangement with creditors or subject to a restructuring plan or, as the case may be, a continuation plan, may carry out a transformation, merger, demerger or global transfer. The formation of the company’s corporate will, the rights of the shareholders and the protection of creditors shall be in accordance with the provisions of the consolidated text of the Insolvency Act.

If you have any doubts on this subject, please do not hesitate to contact us, by telephone to Carles Monfort Codina or by e-mail to cmc@btsasociados.com, we will be delighted to help you.