I. – INTRODUCTION

On June 14, 2012 the Spanish Congress definitively passed a law for the Simplification of Documentary and Information Obligations for the Merger and Demerger of Capital Companies, after including amendments made by the Senate during the legislative process.

A series of European Directives aimed at the simplification of the conditions for mergers and demergers of commercial companies have accordingly been incorporated into our legal system through the legal reform of the Capital Companies Act (hereinafter referred to as “CCA”) and the Law of structural modifications of commercial companies. The referred to Law also entails a transitional provision to the CCA that suspends the application of article 348 until December 31, 2014.

II. – CONTENT OF ARTICLE 348 BIS OF CCA

Since October 2, 2011 article 348 bis of CCA states that starting from the fifth fiscal year, as from the time of registration of the company with the Companies Registry, the partner who voted in favour of the distribution of company profits shall have the right to exit the company if the general partner’s meeting does not agree the distribution as a dividend, of at least a third of the profits obtained during the previous fiscal year derived from the operation of the corporate purpose, provided that said profits are legally distributable.

For more information on the content of article 348 bis of CCA please click here.

III. – CONCLUSION

The suspension of the article in question is a response to an amendment made by the Catalan Parliamentary Group (Convergència I Unió) on the grounds of a Green Paper published by said Parliamentary Group and unanimously passed by the Congress’ Finance and Competitivity Commission on March 14, 2012. This urged the Government to “to study and boost, within the framework of the new Commercial Code that is being developed by the Ministry of Justice, the necessary legislative measures to be introduced into the Capital Companies Act in order to, without prejudice to the right of exit and the right of distribution of legally distributable dividends arising from the operation of the corporate object which assists minority shareholders, avoid that unlisted companies may fall into difficult financial situations.”

Consequently, the suspension of article 348 bis of the CCA responds to the attempt to buy time until the development and approval of the new Commercial Code, which shall also deal with this corporate phenomenon of distribution of dividends to minority shareholders.


For more information, please contact:

Ramon MANYÀ: rmt@vila.es/en