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Full handling of structural changes: merger, demerger or global assignment of assets and liabilities

Full handling of structural changes: merger, demerger or global assignment of assets and liabilities is filed with Colegio de Registradores (Registro Mercantil / Propiedad). With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: €2,500 to €6,000. Official tasa (government fee): The official tasa (fee) is not confirmed in the source consulted. We will tell you in writing before you pay anything.

We take on all the technical and legal complexity of structural changes to your company (RDL 5/2023). We handle the drafting of the plan, its filing with the Registro Mercantil (Commercial Registry), the directors' reports and the coordination with the notary, so that your restructuring runs quickly and seamlessly.

This procedure is quoted case by case, not sold at a list price

the cost depends on the number of companies involved and on whether the Registro Mercantil requires an independent expert's report, an expert appointed by the Registry and not by us. Tell us about your case and we will look at it: the quote is free and without obligation, and we confirm it in writing before we start.

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Estimated total cost
€2,500 to €6,000
Managora's fee
€3,025.00 (21% VAT incl.)
Tasa (official government fee)
The official tasa (fee) is not confirmed in the source consulted. We will tell you in writing before you pay anything. (suplido: paid to the authority on your behalf, no VAT)
Processing time
The Commercial Registrar will assess the filing of the merger plan within 5 working days of the filing entry. If an investment services firm is involved, it must be notified to the CNMV (Spanish securities regulator) within 10 days of registration.
Where it is filed
Colegio de Registradores (Registro Mercantil / Propiedad) ↗
What you receive
Application

Cost breakdown: Our fee from 2.500 € depending on the complexity and the number of companies involved. Notary costs, independent experts, newspaper publications and Registro Mercantil charges are not included..

Full handling of structural changes: merger, demerger or global assignment of assets and liabilities: how is it filed?

  1. 11. Complete the form with the initial details of the companies and the nature of the structural change you want to carry out.
  2. 22. Our specialist team will assess whether it is viable and contact you to request the accounting information and balance sheets needed.
  3. 33. We will draft (or review) the plan for the structural change and the directors' report, and coordinate the independent expert's report where required.
  4. 44. We will file the plan with the Registro Mercantil, arrange the publications in newspapers and in the BORME (Official Gazette of the Commercial Registry), and coordinate the signing of the public deed at the notary's office.

Which documents do you need?

  • •Recent annual accounts and balance sheets of the companies involved
  • •Current articles of association of all the entities
  • •Draft merger/demerger plan (if you have one)
  • •Details of the directors and any auditors

Legal basis and things to bear in mind

  • Creditors have protection rights and a possible right of objection, governed by RDL 5/2023 and the insolvency rules.
  • The deed must state that no creditor has objected or, failing that, identify the creditors and the guarantees provided.

Full handling of structural changes: merger, demerger or global assignment of assets and liabilities: frequently asked questions

Full handling of structural changes: merger, demerger or global assignment of assets and liabilities: how much does it cost?

The estimated total cost (our fee + official tasas and taxes) is €2,500 to €6,000: Our fee from 2.500 € depending on the complexity and the number of companies involved. Notary costs, independent experts, newspaper publications and Registro Mercantil charges are not included.. Managora's fee is €3,025.00, 21% VAT included (€2,500.00 net + €525.00 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: The official tasa (fee) is not confirmed in the source consulted. We will tell you in writing before you pay anything..

Full handling of structural changes: merger, demerger or global assignment of assets and liabilities: how long does it take?

The Commercial Registrar will assess the filing of the merger plan within 5 working days of the filing entry. If an investment services firm is involved, it must be notified to the CNMV (Spanish securities regulator) within 10 days of registration.

Full handling of structural changes: merger, demerger or global assignment of assets and liabilities: which documents do I need?

You need to have to hand: Recent annual accounts and balance sheets of the companies involved, Current articles of association of all the entities, Draft merger/demerger plan (if you have one), Details of the directors and any auditors. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Colegio de Registradores (Registro Mercantil / Propiedad). You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Colegio de Registradores (Registro Mercantil / Propiedad) ↗.

Shall we get started with «Full handling of structural changes: merger, demerger or global assignment of assets and liabilities»?

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