Can you reactivate a dissolved company?

reactivacion de la sociedad











You may reactivate a dissolved company, as provided in Article 370 the LSC.

There is an opportunity to revive the company provided that the requirements of the LSC are met:

1.- It takes a According reactivation by the general meeting, requirements and majority required to amend the bylaws: The affirmative vote of at least half of the shares or qualified majority over the previous limit is established in the statutes. This agreement must express the desire to reactivate society. They shall cease to appoint liquidators and administrators.

2.- The cause of dissolution should be gone: Before, or on the same board that adopts the agreement of revival, should eliminate the causes that led to the dissolution. If for example, was the cause of the impossibility of achieving the corporate purpose, you must change the social order in the healthy status.

3.- The book value of assets must equal or exceed capital. For this, will have to perform the required operations as a simultaneous reduction and capital increase.

4.- It may have started paying the settlement fee to partners. From that point, is no longer possible reactivation.

Members who do not vote for the agreement, have right to secede, including those who were not present at the meeting and silent partners.

Reactivation, must be published in the full content or communicated in writing to the partners that have not approved the agreement. The latter, have one month to exercise its right of withdrawal.

The creditors may oppose the reactivation social with the requirements for situations of capital reduction.

As for formal requirements for reactivation, you need to put on deed and to enroll in the Register.

Consult your case by clicking here.

Leave a Reply


Set as default language
 Edit Translation

Subscribe to receive a book PDF

Just for signing up receive via email the link to download the book "How to change lawyers" en format digital.
Sign up here

Sígueme en Twitter

Subscribe me

* This field is required