Companies have the possibility of expanding the business and obtaining greater profitability by incorporating partners in the company. To become a partner in a limited liability company (SL), you must acquire shares, either because the rest of the partners sell part of theirs, or with a capital increase.
We inform you about a key aspect for the growth and expansion of your company: the incorporation of a new partner in a limited liability company (SL). This can boost profitability and reduce financial risk, but it can also create certain challenges and tensions. Here are the key issues to consider.
1. How does a new partner join an SL?
To become a partner in an SL, it is necessary to acquire shares, either because the existing partners sell part of their shares or by means of a capital increase.
The most common is to proceed with a capital increase. However, the existing partners have a preferential subscription right that can be eliminated, but only for this specific operation, complying with certain legal requirements.
2. Restrictions on preemptive rights
When the incorporation of a new partner is carried out by means of a capital increase, the law allows the exclusion of existing partners if the following conditions are met:
- Justified corporate interest: The administrator must prepare a detailed report justifying the exclusion of preemptive rights.
- Fair value of the shares: The sum of the nominal value of the new shares plus the issue premium must correspond to the fair value of the company’s shares.
- Resolution of the general meeting: A reinforced quorum of more than 50% of the capital stock is required.
This exclusion is optional, so the general meeting is not obliged to adopt it, even if the corporate interest requirement is met.
3. Administrator's opinion on the inclusion of new partners
To avoid problems, it is recommended that the manager support the entry of the new partner with clear and objective reasons:
- Need for new resources or markets: Justify the entry of the new partner as an opportunity to access strategic resources or markets.
- Benefits to society: Explain how this entry will benefit society as a whole and all stakeholders.
- Value of the shareholding: Ensure that, after the entry of the new partner, the real value of the current partners’ shareholdings will remain the same, despite the percentage reduction in shareholding.
- Minimum shareholding of 5%: Ensure that no member loses legal rights if his or her shareholding is reduced below 5%.
Attention. When convening the meeting, include the proposed capital increase without pre-emptive acquisition rights and the type of issue on the agenda.
4. Notice of the General Meeting of Shareholders
When convening the general meeting, do not forget to include:
- The proposed capital increase without pre-emptive acquisition rights.
- The type of issue.
- The right of the shareholders to examine the proposal and the director’s report at the registered office.
It is essential to explicitly mention the right of shareholders to access these documents to comply with legal regulations.
For further information, please consult with Business consulting.
If you found it interesting share it on social networks, thanks!
