Asset deal vs. share deal in small market M&A transactions: key considerations for structuring wisely
In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares
In the Resolution dated 19 February 2024 (published in the Official State Gazette of 19 March), the Directorate General for Legal Security and Public Faith (DGSJFP) ratifies the refusal to register a new director.
The appellant sought the appointment of a sole administrator under the argument that liquidation does not imply the automatic dissolution of the company and therefore only the temporary suspension of the administrator’s powers is produced, making it possible to appoint a new one.
However, the Directorate General confirms that the dismissal of the company’s administrators is one of the consequences of the liquidation, who will be replaced by the insolvency administration. The liquidators may continue to represent the insolvent company during the insolvency proceedings and also in incidents or other proceedings in which the company must be a party. In this way, the insolvent company is recognized as a residual center of imputation of rights and obligations, until such legal relationships are exhausted.
After the dissolution has been declared, the directors are removed by law, in accordance with the doctrine reiterated by the Supreme Court in rulings of 4 June 2000, 27 December 2011, 20 March 2013 and the unification of doctrine in ruling 324/2017 of 24 May.
The DGSJFP concludes by stating that, during this liquidation phase, entries can be made in the private register of the company even after the extinction declared by the insolvency judge, provided that they are compatible with the state of the Register derived from the liquidation phase of the company in insolvency.
In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares
Executive Summary The High Court of Justice of Madrid, in its ruling 681/2025 of 17 September (rec. no. 1991/2021), confirms that a tax residence certificate
Executive Summary In its ruling on the unification of criteria on 17 July 2025 (Ruling 03697/2025), the Central Economic-Administrative Court (TEAC) established that taxpayers covered