How is my investment settled?
Remember that when you invest in our opportunities you are acquiring social shares of a company (SL) being the promoter of the project. Therefore, to liquidate your investment, the process of dissolving and liquidating the company is carried out.
The process to dissolve and liquidate a company is a complex operation that has several requirements and steps that must be followed.
The dissolution of companies implies the extinction of the same, or what is the same: its disappearance from legal traffic.
It is the most recommended solution when you want to close a business and cease its activity permanently. Once the liquidation process is over, the company's obligations will also cease.
How is the company dissolution and liquidation procedure carried out?
- jointly in the same act
- separately, first completing the dissolution and opening of liquidation. Once these procedures are finished, the company is liquidated, subsequently canceling the entries in the Commercial Registry.
In case of choosing to perform the two separately, the first phase does not imply the extinction of the company, nor the disappearance of the link of partners.
1- The dissolution: cause and registration
The dissolution of a company can be caused by several causes contemplated by the company bylaws and in the Royal Legislative Decree 1 / 2010, of July 2, of the Capital Companies Law, highlighting:
- General Meeting of Members Agreement
- Full cause
- For the duration of the term established by statutes
- For the course of one year since the adoption of the capital reduction agreement below the legal minimum
- Verification of legal or statutory cause, among others:
- By the cessation of the activity of the corporate purpose
- For manifest impossibility of realizing the social purpose
- By paralysis of the social organs
- For losses that reduce net worth to less than half of the share capital
- Capital reduction below the legal minimum
- For other reasons established in the statutes
The dissolution of the company must be formalized by means of a public deed before a notary and registered in the Mercantile Registry corresponding to the domicile of the company and its publication in the Official Gazette of the Commercial Registry.
2- Liquidation of the company
Once the dissolution is agreed, the liquidation period of the company is opened, whose main characteristics are:
- its legal personality is maintained, but it suspends the ordinary activity of the company
- with the opening of the settlement period, the Commercial Of the same ceases in his position and cease to be the representatives of society. He name in the same act the liquidators of society, which assume all the functions of the administrators.
- The people in charge of carrying out this liquidation process and representing the company are the liquidators designated in the bylaws or appointed by the General Meeting.
- The main obligations of the liquidators are, among others, to watch over the integrity of the social patrimony as long as its distribution does not take place. Formulate inventory and Final Balance, carry out the necessary operations for liquidation, receive social credits and pay social debts, keep accounting and custody of the books and documentation of the company, inform partners and creditors of the liquidation process, etc.
- the company that is in this phase must add to its corporate name the expression "on sale".
The purpose of the liquidation period is the distribution of the social assets resulting from it among the partners, once the outstanding loans have been collected and the debts of the company have been paid.
The settlement operations of the company, in accordance with that established in its Bylaws, and applicable law, will be carried out by the liquidators from a Balance and Inventory of the company of the date of dissolution, and will carry out those pending and necessary operations for liquidation:
- credit collection of the society
- payment of debts of the society
- sale / sale of the assets of the company
- any other necessary to liquidate the company
3- General meeting of partners
Approval of the Final Balance, reading of the Liquidation Transactions Report and Proposal for the division of social credit. Approval of the operation.
Once the liquidation operations are concluded, the General Meeting of partners will be held for the approval of the Final Settlement Balance, along with a Full report of settlement operationsAs well as proposal of division of the social heritage resulting between the partners, depending on what is determined by the Bylaws, or failing that, proportional to their participation in the share capital.
4- Public deed. Registration in the Commercial Registry
Once the dissolution and liquidation processes are completed, the liquidators must grant Public deed of the agreements adopted to extinguish the company before notary.
This one will register in the Mercantile Registry, and the cancellation of the registry entries of the company therein.
Once the entire operation has been completed and the company seats have been canceled, the company will lose its legal personality, and therefore, It will be extinguished for all its purposes.
5- Taxation of the operation
The taxation of the operation will be carried out by the Tax of Patrimonial Transmissions and Documented Legal Acts in its Corporate Operations modality, which the partners will pay based on the settlement fee received by each one (1%).