They are understood as those changes in society that go beyond simple statutory changes to affect the staff of the company capital structure or, and, therefore, include the transformation, merger, division and global transfer of assets and passive. Also in this standard regulates the international transfer of registered office which, although not always present characteristics permitting globalizing it into the category of structural changes, its relevant consequences in the regime applicable to the company recommend its inclusion in the same legal text. Unification is specific regulations transformation of corporations, whose regime divided so far between the Corporations Law and the latest Law Limited Liability Companies, upgraded, while the perimeter of the transformations expands possible.
Lawyers Velázquez, has conducted numerous changes in corporate groups in order to improve costs and reduce the number of companies in those groups where many of them came without activity, especially in real estate where it is common to create a society for each promotion, making mergers.
We have also made divisions in societies with different activities where one of them bear an undue risk to the danger of dragging the healthy activity and managing the company’s assets, giving peace to its members.
We limited transformed into corporations or vice versa Companies, cooperatives in Limited Partnerships in Corporations, or any of the above in society Limited Partnerships in European Companies.
We create branches without legal personality and legal personality filiares abroad, having made filiares Mercosur area in South America and the Middle East.
It is important that the losses of the company not reduce the net worth below 50% of the share capital. This situation would objectively reason for referral of the debts of the company to its directors under section 347 of the Corporations Act, called for solidarity action ‘liability (see paragraph to read more liability of directors), including cause for dissolution of the company which may be exercised by any member or interested (creditor). To offset losses and avoid the dissolution of the company and the transfer of responsibilities We have techniques to increase capital and cover losses or requiring less capital outlay necessary.
Under the merger, two or more registered trading companies are integrated into a single company by the transfer en bloc of their assets and issue to the shareholders of the companies are extinguished in stocks, shares or quotas of the resulting company, which can be newly created or one of the merging companies. Class M are:
1. A merger in a new society will involve the extinction of each of the merging companies and the transfer en bloc of the respective social assets to the new entity will acquire by universal succession the rights and obligations of those.
2. If the merger were to result from the acquisition of one or more companies by another existing, it will acquire by universal succession the assets of the merged companies, which will be extinguished by increasing, where appropriate, the capital of the acquiring company to the extent appropriate.
3. Study host the Special Regime Tax Agency to consider transaction not subject mergers, which is tax deferral both VAT ITPAJD societies, such as municipal capital gains and others.
Total excision. Means total split the extinction of a society with division of all its assets into two or more parts, each of which is transmitted en bloc by universal succession to a new company or is absorbed by an existing company, receiving members a number of shares or the shares in proportion to their respective shares of the company being divided recipient companies.
Partial excision. Partial spin means the transfer en bloc by universal succession of one or more parts of the assets of a company, each of which forms an economic unit, to one or more companies newly created or existing, receiving partners society that a number of stocks, shares and shares of the companies receiving the proportion to their respective shares of the company being divided and reducing this social capital in the amount necessary splits split.
Studio host the Special Regime Tax Agency to consider transaction not subject mergers, which is tax deferral both VAT ITPAJD societies, such as municipal capital gains and others.
Many times you can find companies that not advisable filing bankruptcy among other reasons because managers personally guarantee the debts of the company and yet having debts prevents dissolve the partnership as normal before notary and cause low thereof in the Companies Register. We do not recommend at all the call termination or “dormant company” or “inactive”, which implies the derivation d responsibility to managers and partners, leading to a de facto closure or abandonment of society without liquidation.
This company shall not be extinguished and will endure over time preventing the termination of social managers who will respond for the debts.
Under such circumstances, we have quite successfully led project organized liquidation of companies with the following actions:
– Agreement with financial institutions to terminate contracts of leasing, renting, mortgage loans, without resorting to bankruptcy proceedings.
– Agreements with creditors to pay company debts negotiating remove up to 50% of the debt and postponing the rest.
– Agreement with Inland Revenue and Social Security.
– Dismissal organized workers.
– Agreement liquidation and dissolution of the company.
– Low in the commercial register and the Inland Revenue as a society.
We have references that support us in the field of settlements as experts with numerous cases successfully solved.
By restructuring we can understand, rather a process of adjustment or a radical change in the financing structure of a company, its operating leverage in working conditions at its location on outsourcing or internalizing services and processes in the technology used in production processes or marketing in the markets it targets, the selection of customers and suppliers, etc.
The crisis of a company becomes apparent through a combination of loss of competitive position and deteriorating financial situation, but usually manages for a long period of mediocrity in management, in which the balance of the company acts as “cushion” against the crisis. Failure to make a timely restructuring the consequences can be disastrous:
– Strangulation of society with numerous defaults and foreclosures, ending at the request of a creditor must contest or workers.
– Transfer of responsibility for social debts Administrators.
– Liquidation of the company.
Since LAWYERS Velazquez, we conducted a series of joint measures to generate liquidity is lacking in society and revive the business by a general restructuring thus avoiding the bankruptcy and its serious consequences.
We are lawyers and economists specialized in restructuring and we know how to take your company from this situation.
When it becomes necessary to carry out a restructuring, it is logical to put the command lines of action to be carried out simultaneously to achieve the objective are:
Initial Situation Analysis. We conducted a thorough analysis of the initial situation of the company, credits, debts, rights, obligations, financial position, in order to know the possibilities of success of the restructuring prior to the commencement of work to be performed and exposure lines of action to follow and the approval of the management of the project
Viability Plan. A study of revenue that could be obtained from the sale of unnecessary assets and own activity and project it to 5 years, differing from the profits, it intended to pay creditors and business continuity intended to be performed. This would be done for a project of free cash flow after the determination of the necessary expenses for the continuation of the activity
Comprehensive analysis of the types of credits with creditors
It is important to know the types of loans and analyze the percentages to check the difficulty that would exist in the adoption of an interim agreement with various creditors refinancing agreement.
Cost Reduction Plans, the study of the structural costs of the society is necessary, performing a reduction thereof that will allow obtaining sufficient liquidity to address the viability of the company. There is no greater liquidity obtained from the cost reduction.
Restructuring of the Labour personal negotiation with workers and changes to labor in order to adapt to the new labor reality of society needs conditions. Labor reductions.
Financial restructuring. Renegotiate all types of bank loans and adapt to the ability to pay by achieving a Formal Refinancing Agreement which may include both the sale of assets to financial institutions in whole or in part, as the refinancing of the remaining appropriations long term and even obtaining new liquidity provided by the creditor banks to deal with the viability plan.
Credits with Treasury and Social Security. Credits with Treasury and Social Security are refinanced also adapting the viability plan to ensure continuity of society and avoid the need competition since, keeping debts to the Social Security and the Tax Agency are evidence that alleged by creditors, may result in the application of competition necessary.
Companies can get into insolvency due to illiquidity. In most cases, this lack of liquidity becomes insolvent society by the inability to meet current obligations and this if not treated in time, can become a serious responsibility and REAL FOR MANAGERS AND PARTNERS SOCIETY.
The only real solution existing deal with this situation is not, in any case, the common phrase “Let the dormant company” and that this will live in time with their debts and will prevent you ask your system administrator including retirement due to that society does not expire as long as registered in the commercial register with inability to liquidate because of debts and preventing turn the cessation of the corporate bodies.
The obligation to file bankruptcy is detected when there are widespread defaults and especially when there are tax and social security for more than 3 months with accumulated debts unpaid wages for the same period.
In these cases not to file bankruptcy, it may happen that a creditor ask the Court compulsory insolvency and in such case can be considered guilty and contest administrators have to assume the debts with their personal assets.
It is perfectly compatible to have companies in bankruptcy and other operating normally. We have the experiences of entrepreneurs we have with companies in bankruptcy and agree that it is the best they could do in that situation.