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MERGER AND TRANSFORMATION OF COMPANIES
[/vc_column_text][us_separator][vc_column_text] A merger is the union of two or more companies in the same branch or with compatible objectives, which jointly merge their assets and commercial criteria, without the need for prior dissolution and liquidation. In the event that a company absorbs another or others, they group together their respective partners, assume their rights and obligations, and form a single company. In accordance with the Honduran Commercial Code, a merger occurs when two or more companies dissolve to form a new one, or when an existing company absorbs another or others. The new company or the incorporating company acquires ownership of the rights and obligations of the other or others. When the merger of several companies is to result in a different one, its constitution will be subject to the principles that govern the constitution of the company to which it belongs. It is important to highlight that the merger agreement must be adopted by each company at an Extraordinary General Shareholders' Meeting, following the required formalities. The notarization of the certification of the minutes in which the agreements are adopted must be registered in the Public Registry of Commerce of the domicile of each of the merging companies. Once registered, the agreements must be published along with the latest balance sheet of each of the merging companies. The company or companies that cease to exist must also publish the system established for the extinction of each of their liabilities. After the publications are made, a three-month period must be awaited, within which any interested party may object to the merger. To do so, a lawsuit must be filed, and the merger process must be suspended while the lawsuit is resolved. If the judgment declares the opposition unfounded, the merger may be carried out as soon as the opposition becomes final. The merger will take effect upon registration, and all debts owed by the companies must be paid, or an agreement must be reached with the creditors that payment will be made by the new, already merged company, since the debts persist for each of them. Thus, upon the merger, the debts become the responsibility of the new company. A security deposit may also be made for payment of obligations, which must also be published for the knowledge of all creditors. If any of the partners of either of the merging companies does not agree with the merger, they may withdraw; however, their shareholding and personal liability are limited if they are general or limited partners, and they will continue to guarantee compliance with the obligations contracted before the merger agreement was reached. We conclude that the merger of companies is the meeting of two or more independent companies into one and its constitution will be subject to the principles that govern the constitution of the company to whose type it is to belong, that is, the type of capital or personal company and we must know that it does not imply creating a new commercial company, but rather one company subsists and the other or others disappear (without the need to dissolve and liquidate as we said at the beginning, nor is there a transfer of assets and rights, but only a change). On the other hand, we can also speak of TRANSFORMATION of a company, that is, a company can go from being a limited company to a public limited company, if its growth requires it and in this case we are not talking about two or more companies, but rather a single company, making the change itself, for example, from being a Limited Liability Company we change it to being a Public Limited Company per se or even with Variable Capital and this without having to change its legal personality; for the transformation of companies, if it is made up of several partners, all must agree and conform to the transformation for it to occur; It is usually done in order to have a better adaptation to the environment that guarantees the development of its interests, sustainability and continuity of the same for a better adaptation to the environment in which it carries out its business and this does not imply the dissolution of the company and having to create a new one; the guidelines for the transformation of a company will be the same as those that must be followed for the merger of companies. If you have two or more companies and you want to merge them or you want to transform the one you already have for greater sustainability, do not hesitate to contact us atinfohn@lexincorp.comInamaya@lexincorp.com; you can visit our websitewww.lexincorp.com[/vc_column_text][us_separator][vc_column_text] Escrito por: Lexincorp Honduras [/vc_column_text][/vc_column][/vc_row]
