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Publicado el 20/4/2016
In the Spanish legislation remains a major practical difference between the Companies Act Capital (LSC) and Insolvency Act (LC) in relation to the corporate liquidation, which nevertheless be overcome, we hope, with the proposed Commercial Code approved in July of 2013.
Big as it is the difference that in our country there are hundreds if they are not thousands of corporations that have not been cleared for lack of assets to be able to do, knowing that the Bankruptcy Act provides, in Article 176a b, a novel method to carry out.
Thus, in the LSC states that to settle a society have paid, recorded or guaranteed debts with creditors and also that in some undisclosed liabilities appear, the responsibility would be members who have paid up their share of settlement .
Needless to explain that such requirements have consequently bring the enormous number of Spanish corporations unliquidated.
Well, the procedure offers the Bankruptcy Act seems that not much is known or rather little used and preferably applies the Companies Act Capital, according to which for cause of dissolution has to be extended or reduced capital or otherwise dissolve the Company, all in two months had known or had to know the situation. The company dissolved, the body has to request the liquidation bankruptcy.
Precisely from here it is where the legal life of the Spanish corporations dies because not settled or debts are secured by lack of assets to pay or consign.
However, the Insolvency Act provides a procedure to carry out. Specifically, when the company has no assets, applying the competition massless or underinsured mass, causing the record to the registration and cancellation. That is, an extinction unliquidated creditors, unless it is entered could understand reintegration responsibilities or actions.
Therefore, the standard regulates the procedure by which companies are canceled without assets even if it must be passed by the bankruptcy with insufficient mass operation is highly recommended, as liability is avoided.
Fortunately, this difference will be overcome in the new Commercial Code because it will avoid that notarial and judicial societies become unable to liquidate or secure your creditors. That is, it will facilitate the settlement without going through the contest.