We want to expand the corporate purpose

First, you should know that amending the corporate purpose constitutes an alteration of the bylaws and, therefore:

• A reinforced majority will be necessary. In SLs, the affirmative vote of more than half of the votes corresponding to the corporate shares is required (unless the bylaws provide for a higher quorum).
• Then, you must execute a deed of amendment of the bylaws and register it. Additionally, you must inform the Tax Office (using form 036) and the Social Security Office (through form TA7), as the change in activity may lead to variations in contributions.

Secondly, if this amendment is also substantial, it grants a right of withdrawal to dissenting partners. In other words, a partner who joined a company with a specific activity is allowed to leave when this scenario changes.

For these purposes, a substantial change is considered to be:

• Eliminating essential activities (while maintaining other secondary ones). For instance, a real estate company that shifts from the promotion and sale of properties to merely processing deeds (tax settlement and registration).
• Adding activities that, due to their economic importance, entail a significant part of the company's assets being used for a purpose different from that foreseen in the bylaws. For example, a company that transitions from the production and distribution of chocolate derivatives to all kinds of horticultural and fruit products and fishing exploitation.
• Conversely, adding similar activities to those already carried out by the company is not considered a substantial modification. For example, a company that sells self-produced olive oil with a designation of origin creating another brand to sell oils produced by third parties.

technical supplement

MEMENTO Marginals

• Memento Commercial Companies, marginal 3493 .
• If you are not a subscriber to the Memento Commercial Companies, click here   to access the referenced marginals in PDF format.

LEFEBVRE Articles

Note: LEFEBVRE articles are based on the current regulations at the time of their publication.

• Article We want to expand the corporate purpose, published in Notes & Tips You and Your Company on September 18,2024. Click here to access its content.
• If you are not a subscriber to Notes & Tips You and Your Company, click here to access the referenced article in PDF format.