Merger requirements: preliminary agreement (LGS art. 83)
Article 83 of the General Companies Law details the merger procedure: preliminary agreement, special financial statements, exchange ratio, corporate resolutions, publication, creditor objections and definitive agreement.
What article 83
Article 83 sets out the requirements and stages of the corporate merger procedure.
A merger requires: a preliminary merger agreement (stating the reasons, special financial statements closed as of the same date not more than three months earlier, the exchange ratio of equity interests, a draft instrument of the new company and restrictions on acts); approving corporate resolutions; publication of notice; creditors’ right to object; and the definitive merger agreement, which must be registered.
Source: Law 19,550, art. 83 — InfoLEG (updated official text)
Commentary
This is the roadmap for every merger: first the preliminary agreement with financial statements and exchange ratio; then approval by each company, publication and creditor objections; and finally the definitive agreement and registration, which causes the transfer of the estates (art. 82).
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