Process and stages of global assignment of assets and liabilities

Process and stages of global assignment of assets and liabilities

The following is the chronogram with the steps that must be taken in general in any operation of Global Assignment of Assets and Liabilities, in accordance with the applicable regulations, specifically, Law 3/2009, of April 3, on structural modifications of mercantile companies.

1. Drafting of the Global Assignment of Assets and Liabilities project by the liquidator of the assignor company. The Global Assignment Project, in accordance with the provisions of Article 85 of Law 3/2009, of April 3 (hereinafter referred to as the Structural Modifications Law), on structural modifications of mercantile companies, must include: 

a. The commercial data of the company. Company name, type of company, the address of the company and the identification data of the sole transferee.  

b. Date as of which the assignment will have accounting effects, in accordance with the current General Accounting Plan. 

c. Information on the valuation of assets and liabilities. In the event that there is a distribution among several assignees, these must be identified. 

d. Consideration to be received by the partner. In the event that the consideration is imputable to the partners, the imputable criterion for the distribution shall be specified.  

e. The consequences of the assignment on employment.

2. Drawing up and making available the documents that will serve as the basis for the approval of the global assignment. This phase guarantees the right to information of the sole shareholder of the transferor company.

3. Once the Global Assignment Project has been drawn up, the liquidator, in accordance with the provisions of Article 86 of the Structural Modifications Law, shall be obliged to draw up a detailed report in which the global assignment project is sufficiently described and justified.  

4. Once the Global Assignment Project has been prepared and the report on the project has been drawn up by the liquidator, the General Meeting of the assignor company must approve the project and the request for its filing with the Mercantile Registry. The Meeting must also approve the balance sheet of the assignment of assets and liabilities.

5. Once the Global Assignment of Assets and Liabilities has been agreed, it shall be published in the Official State Gazette and in a newspaper of wide circulation in the province where the registered office is located, in accordance with the provisions of Article 87.2 of the Structural Modifications Law. Said publication must include the identity of the assignee or assignees, the right of the shareholders and creditors to obtain the full text of the resolution adopted and the right of opposition on the part of the creditors. 

In the event that the liquidator notifies the sole shareholder and creditors of the Global Assignment agreement individually in writing (by an irrefutable procedure that ensures its receipt at the address recorded in the company), the aforementioned publications will not be necessary. In the event that the company maintains an active workforce, the workers’ representatives shall also be informed.  

6. Once the sole shareholder and the creditors have been informed (by any of the above means) of the Global Assignment, in accordance with the provisions of Article 88 of the Structural Modifications Law, they will have one month (from the publication or, as the case may be, from the receipt of the last of these communications) to file an objection.

7. Once one month has elapsed since the approval of the Global Assignment at the General Shareholders’ Meeting, it must be converted into a public deed, as provided for in article 89 of the Structural Modifications Law.  

8. The deed of elevation to public deed of the Global Assignment agreement will be registered in the Mercantile Registry, in the page of the assigning company, proceeding subsequently (given that the case in question is the liquidation of the company) to the cancellation of the registry entries of the same.