Algunas cuestiones de interés notarial en la nueva regulación sobre modificaciones estructurales

Abstract

This article analyzes the reform of the Law on Structural Modifications of Commercial Companies introduced by RDL 5/2023, highlighting how its transposition of the European Mobility Directive has not been limited to mere technical compliance, but has constituted a profound revision of the regulatory framework. The new regulation systematizes structural modifications by distinguishing between domestic and cross-border transactions, incorporating staggered procedures and standardizing procedural requirements, although sometimes overburdening internal transactions with requirements designed for cross-border transactions. The common procedure is detailed, from document preparation to registration, emphasizing the protection of partners and creditors through new mechanisms—such as the right to dispose of and obtain adequate guarantees—and the importance of publicity and communication of preparatory documents. The regulations maintain a marked constitutive nature for registration and emphasize the interconnection between transformation, merger, and spin-off, requiring a joint interpretation to safeguard the rights of partners and creditors.