ICONOS FINALES-TRAZADOS

We want to expand the corporate purpose

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Your company has a solid track record in its sector, so it is considering opening a new line of business and, therefore, expanding its corporate purpose.

Firstly, you should know that the modification of the corporate purpose constitutes an amendment to the bylaws and, therefore:

  • A reinforced majority will be required. In SL companies, a vote in favor of more than half of the votes corresponding to the corporate shares is necessary (unless the bylaws provide for a higher quorum).
  • Then, they must execute a deed of amendment to the bylaws and register it. Additionally, they must inform the Tax Office (using form 036) and the Social Security Administration (through form TA7), as the change in activity may lead to variations in contributions.

Secondly, if this modification is also substantial, it grants a right of withdrawal to dissenting partners. That is, a partner who joined a company with a specific activity is allowed to leave when this scenario changes.

For these purposes, a substantial change is considered to be:

  • Eliminating essential activities (while maintaining other secondary ones). For example, a real estate company that shifts from the promotion and sale of properties to mere document processing (tax settlement and registration).
  • Adding activities that, due to their economic importance, result in a significant part of the company's assets being allocated to a different purpose than that provided for in the bylaws. For example, a company that transitions from the production and distribution of chocolate derivatives to all kinds of horticultural and fruit products and fishing exploitation.
  • Conversely, adding similar activities to those already carried out by the company is not considered a substantial modification. For example, a company that sells self-produced olive oil with a designation of origin creating another brand to sell oils produced by third parties.

 

Our professionals will advise you whether you are proposing the modification of the corporate purpose or exercising your right to withdraw.

 

 

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