Corporate reorganizations

Merger of companies

Two or more companies within the group want to consolidate to simplify their structure, gain scale, or integrate operations.

In one line

Distinguish a merger in the strict sense, where two companies dissolve to form a new one, from a merger by absorption, where one company absorbs the other (art. 82).

First steps

Define the applicable merger structure
Prepare the preliminary agreement and special financial statements
Have the merger approved by the corporate bodies of each company
Comply with publication and the creditor objection period
Execute the definitive agreement and register it

Merger structures

Article 82 of Law 19,550 defines a merger: it may be a merger in the strict sense, when two or more companies dissolve without liquidation to form a new one, or a merger by absorption, when one company absorbs another that dissolves.

In both cases, the resulting or absorbing company receives the assets of the dissolving companies, with universal transfer of rights and obligations. We determine the structure based on the group's objectives.

Procedure and creditor protection

Articles 83 and following govern the procedure: a preliminary merger agreement, approving corporate resolutions, publication and creditors' right to object, the definitive agreement, and registration.

We coordinate the special financial statements, publication, objections and the execution of the definitive agreement, ensuring consistency throughout the process up to registration.

Common mistakes

Underestimating publication and objection deadlines
Failing to prepare consistent special financial statements
Omitting approval from one of the corporate bodies
Neglecting the treatment of existing contracts and guarantees

Frequently asked questions

What merger structures exist?

A merger in the strict sense, which creates a new company, and a merger by absorption, where one company absorbs another (art. 82).

Can creditors object?

Yes; the procedure under arts. 83 and following provides for publication and creditors' right to object.

What happens to the assets of the merged companies?

They are transferred to the resulting or absorbing company, which assumes the rights and obligations of the dissolved companies.

This page is informational and does not replace professional advice on your specific case. It does not imply any promise of results.

Plan the merger of your corporate group

We design and carry out the merger process from start to finish. Contact us to get started.

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