Libro I · Título I Capítulo XII. De la fusion y transformacion de las sociedades

The merger of several companies may be carried out in any of these forms:

1º.By the creation of a new company and the dissolution of all the previous ones that are integrated into the new one.

2º.By the absorption of one or several companies by another, which produces the dissolution of the former.

In all cases, the new company or the one that has absorbed the others acquires the rights and obligations of the dissolved companies.

When a different company is to result from the merger of several companies, its creation shall be subject to the principles that govern the incorporation of the company to whose class it is to belong.

The unlimited and joint liability of the partners of a general partnership and of the general partners does not cease by the merger, with respect to the obligations derived from acts prior to it.

The merger must be resolved by the organ corresponding to each of the companies in the form and terms determined by its articles of incorporation.

The merger agreements must be registered in the Mercantile Registry, and notarial records in which what was agreed by each company is transcribed shall be sufficient title for that purpose.

Once the registration is made, the merger agreements and the latest general balance sheet of the companies must be published jointly in the Official Gazette and in another of the largest circulation in the country, three times within the term of fifteen days.

The merger may not be carried out before two months have elapsed, counted from the last publication of the agreements mentioned in the preceding article, and until then the corresponding public deed may be executed, unless the written consent of the respective creditors is evidenced, or the direct payment by means of deposit of the corresponding sums in a bank of the system in favor of the creditors who have not given their consent. All of which shall be stated in the deed.

In this last case cited, the debts with a term shall be deemed due on the very day of the deposit.

Within the term of two months, the creditors of the companies that have agreed to merge may oppose the merger, and the opposition shall be processed in a summary proceeding before a Judge of First Instance for Civil Matters. The opposition shall suspend the merger, but the court may authorize the merger to take place and the respective deed to be executed, upon presentation by the company of adequate security.

The partner who does not agree with the merger may separate, but his or her contribution and his or her unlimited personal liability, if it concerns a partner of a general partnership or a general partner, shall continue to guarantee the fulfillment of the obligations undertaken before the merger agreement was adopted.

Companies incorporated in accordance with this Code may transform into any other class of mercantile company. The transformed company keeps the same legal personality of the original company.

In the transformation of companies, the provisions contained in Articles 258, 259, 260 and 261 of this Code shall apply.