Dissolution of a Company: Key Changes You Need to Know

Company dissolution is a process that, starting on April 3, 2025, will experience significant changes with the entry into force of Organic Law 1/2025, approved on January 2. This reform aims to improve the efficiency of the judicial system in commercial matters, promoting out-of-court solutions and reallocating responsibilities in company dissolution processes and other business procedures. In this article, we explain how these changes may affect your company and how we can assist you in the process.

 

Reallocation of Responsibilities in Company Dissolution

One of the main changes introduced by Organic Law is the reallocation of responsibilities in commercial matters. Starting on January 23, 2025, the responsibilities that previously belonged to the Commercial Courts will be transferred to the Commercial Section of the Instance Courts.

🔹​ How does this change affect you?

• Greater specialization in managing company dissolution and liquidation processes.
• Potential reduction in the time required to resolve these procedures.
• Modification of the channels companies must approach in case of corporate disputes.

Given the complexity of the change, obtaining specialized advice will be key to ensuring your company’s dissolution process is carried out efficiently and in compliance with the law.

Out-of-Court Solution for Corporate Disputes

The reform also seeks to promote the out-of-court solution of corporate disputes. This means that, before resorting to the courts, parties involved in a dissolution process must explore alternatives such as negotiation or mediation.

🔹 Advantages of out-of-court solutions:

• Reduction in legal costs.
• Faster resolution of conflicts.
• Flexibility in agreements reached between shareholders.

The corporate bylaws may establish that disputes between shareholders, between shareholders and administrators, and between these and the company be submitted to arbitration or other dispute resolution methods.

 

 

Greater Responsibility for Administrators in Dissolution Processes

Another key aspect of the reform is the reinforcement of the responsibility of administrators in company dissolution. The new regulations establish harsher penalties for administrators who do not properly manage the process.

🔹​ What responsibilities must administrators assume?

• Protection of creditors’ interests.
• Proper management of the company’s assets.
• Transparency in decision-making.

If you are an administrator of a company undergoing dissolution, it is crucial to ensure that you comply with your obligations to avoid legal liabilities. At **Adlanter**, we offer comprehensive advice to ensure the process is conducted in accordance with the law and without risks to your assets.

New Penalties and Procedural Regulations

Organic Law 1/2025 also introduces amendments to the **Civil Procedure Law (LEC)** that affect judicial processes related to company dissolution.

🔹​ Most relevant changes

• Stricter rules for the ratification of out-of-court agreements.
• Increased penalties for breach of procedural good faith.

These changes aim to ensure that the processes are carried out with greater efficiency and transparency, avoiding abuses by the parties involved.

🔸​ How can Adlanter assist you?

If your company is facing a dissolution process, do not wait until the last moment. Contact us, and we will help you navigate these changes with maximum legal security and efficiency.