LAS MODIFICACIONES ESTRUCTURALES DE SOCIEDADES MERCANTILES A LA LUZ DE LA LEY 3/2009, DE 3 DE ABRIL: SUS REPERCUSIONES REGISTRALES.

Abstract

This paper analyses Act 3/2009 of 3 December on structural modifications of business partnerships. The importance of the act resides in the fact that it is the first Spanish law to tackle the full, comprehensive regulation of certain points of great importance for business partnerships, by incorporating EC Directive 2005/56 on cross-border mergers of limited liability companies into Spanish law. The object of Act 3/2009 is to regulate structural modifications consisting in transformations, mergers, splits, comprehensive transfers of assets and liabilities and international changes of company address. The act applies to all partnerships that are regarded as business partnerships, due either to the nature of their purpose or the form of their organisation.