Company spin-off

The company wants to separate business units, split its assets among shareholders, or reorganize the group by allocating assets to another company.

Spin-off structures

Article 88 of Law 19,550 governs spin-offs, allowing a company to allocate part of its assets to form one or more new companies, merge it with existing companies, or divide entirely.

It is a common tool for separating business lines, organizing succession in family businesses, or resolving the exit of a group of shareholders, assigning each resulting block its share of the assets.

Procedure and safeguards

A spin-off follows a procedure involving a corporate resolution, special financial statements, publication and creditors' right to object, and registration, with requirements similar to those of a merger under the reference in article 88.

We determine the allocation of assets and liabilities, draft the documentation, and coordinate the registrations so that the separation of assets is properly formalized.

Common mistakes

• Allocating assets imprecisely or in an unbalanced manner
• Omitting publication and the right to object
• Failing to address the treatment of contracts and guarantees
• Confusing a spin-off with a simple asset sale

Frequently asked questions