Corporate structuring and restructuring for companies that have outgrown their structure

Who we help

• Companies with risk concentrated in a single company: businesses that hold their trading operations, property, equipment and new business lines all under the same tax ID (CIF), leaving their assets exposed.
• Corporate groups and groups of companies built step by step, with cross-shareholdings and duplicated functions.
• Business owners preparing an M&A transaction, a full or partial sale, the arrival of a strategic or non-EU investor, or a generational handover, who need the structure cleaned up and put in order first.
• Business families who want to separate their wealth from the business so that their personal assets are not put at risk.
• Management bodies facing critical decisions: directors who must handle the ownership and disposal of essential assets with the rigour that the Spanish Companies Act requires.

What it is and when it makes sense

A corporate restructuring changes the legal architecture of a business without interrupting its activity: which companies exist, what each one does and who owns what. It can be a direct step, such as moving a business line into a new company, or a complex operation to integrate groups.

The most common transactions are the so-called structural modifications, regulated since 2023 by Royal Decree-Law 5/2023 of 28 June, which repealed Law 3/2009 and transposed Directive (EU) 2019/2121. They must not be confused with the restructuring in Book II of the Consolidated Insolvency Act (Texto Refundido de la Ley Concursal), as amended by Law 16/2022, which governs debt restructuring plans for debtors facing a likelihood of insolvency, imminent insolvency or actual insolvency.

• Merger: two or more companies become one, either by absorption or by creating a new entity.
• Demerger and segregation: a company divides its assets and liabilities and transfers them as a block. It is a full demerger if the original company ceases to exist and a partial demerger if it keeps part of its business. In both cases the shareholders of the divided company receive shares in the recipient companies. A segregation (segregación) is the type of demerger in which those shares are received by the transferring company itself.
• Conversion: the company changes its corporate type (for example, from a private limited company to a public limited company), keeping its legal personality intact.
• Global transfer of assets and liabilities: the company transfers its entire estate as a block.

In addition, other commercial transactions of great practical weight are used in M&A (mergers and acquisitions), corporate law and corporate finance, even though they are not structural modifications in the strict sense:

• The non-cash contribution of property or of an autonomous business unit to a newly formed company.
• A share-for-share exchange to set up holding company structures.
• Intra-group transactions and rearrangements of shareholdings.
• The capital increases and reductions that accompany many of these transactions.

Tax weighs heavily on the choice of tool, and a thorough preliminary study is essential to make the right decision and to benefit from advantages such as tax neutrality.

When a restructuring makes sense

• When the company keeps, within a single legal entity, activities with very different risk profiles, such as trading operations and property, exposing some assets to the contingencies of the others and making it harder to ring-fence liabilities.
• When an M&A transaction, a sale or divestment of business units is planned, or when new investors, investment funds, venture capital or strategic partners are being brought into a specific business line.
• When groups of companies built step by step coexist, with cross-shareholdings and duplicated functions that multiply structural costs (administration expenses and accounting and corporate obligations) and that would weigh on a future due diligence.
• When a generational handover is approaching and it becomes essential to organise governance, the map of shareholders and the distribution of assets and inheritance among the successors and the other shareholders, to avoid deadlocks and disputes, often together with a family protocol.

When it does not

Every transaction of this kind carries notarial, registration and tax costs that must be strictly justified in economic and efficiency terms. If the corporate objective can be achieved through a shareholders’ agreement, a voting syndicate, an ordinary amendment to the articles of association or internal regulations, the restructuring should be ruled out. Part of the rigour of specialist company law advice lies in determining precisely when a structural modification is not necessary. That is why, before proposing a restructuring, we check whether there is a simpler and less costly solution; if there is, we will tell you.

When it makes sense

• Separating property from trading, so that the buildings are not exposed to the risks of the business.
• Dividing a company between partners or family branches who want to go separate ways.
• Merging group companies to simplify management, costs, accounts and formalities.
• Preparing a partial sale by isolating the business that is to be sold (M&A and divestment processes).
• Facilitating the entry of funds or partners into a specific business line, without giving them rights over the whole group.

What the engagement can include

• Review of the current structure: a thorough analysis of assets, contracts and debts.
• Design of the simplest alternative that achieves the goal, comparing options.
• Coordination with your tax adviser to assess the tax treatment of each alternative.
• Transaction documents: drafting restructuring, merger or demerger plans, reports, general meeting resolutions and public deeds.
• Registration and notarial management: managing and overseeing the formalities with the notary and the final registration at the Commercial Register (Registro Mercantil).
• Review and audit of contracts that may be affected: financing, leases, licences or contracts with change-of-control clauses.

What the scope depends on

• The number of companies involved and how complex they are.
• The type of transaction: setting up a new company is very different from merging three existing ones.
• Whether an independent expert’s report is legally required, as it is in some cases.
• Whether there are creditors, bank financing or employees affected, who have their own information rights.
• The statutory publication and information periods, which cannot be shortened, and the Commercial Register’s own processing times, which do not depend on us.

Once we have studied the documents, we send you a detailed quote tailored to your case.

How we work

1. Initial contact. You tell us about your situation and send us the documents.
2. Review of the documents and proposals. We review the documents and set out the possible routes, starting with the simplest one that achieves the goal.
3. Quote and letter of engagement. We send you the quote and the letter of engagement in writing.
4. Implementation and follow-up. We see the matter through to the end and coordinate with your tax adviser or accountants (gestoría), the notaries and the registries: the Commercial Register and the Land Registry.

Who handles your matter

Your restructuring is handled directly by Sara González Domínguez, a practising lawyer (abogada) registered with the Málaga Bar Association (no. 8502), whose practice focuses on corporate architecture, holding companies and M&A transactions, always backed by the rest of the firm’s team.

Illustrative example: a distribution company in Coín owns the warehouse it works from and two premises let to third parties, all within one company. Through a partial demerger, the properties move to a new property-holding company while the trading stays in the original one. If the distribution business is sold in the future, the properties can be left out of the deal.

Frequently asked questions