The merger of companies is a legal and strategic tool to achieve business growth, consolidation or restructuring. However, it is also a regulated process with specific steps and legal consequences that must be followed precisely to avoid nullities, tax liabilities or conflicts between partners.
What is a corporate merger?
It is the process by which two or more companies are integrated into one. It can occur in two ways:
- Merger by incorporation: one company absorbs another or others.
- Merger by integration: a new company is created to replace the previous ones.
In both cases, the assets, rights, obligations and personnel are transferred to the new or absorbing company.
Key legal requirements
In accordance with the General Law of Mercantile Corporations, in order to carry out a merger, the following are required:
- Prepare a merger agreement approved by the shareholders' meetings of each company.
- To publish the agreement in the Electronic System of Mercantile Publications (PSM).
- Wait a period of at least 45 days to allow the opposition of creditors.
- Formalize the acts before a notary public and register them in the Public Registry of Commerce.
In addition, it is essential to comply with obligations before:
- SAT, for tax purposes.
- IMSS and Infonavit, in the case of transferred workers.
- Regulatory authorities if applicable (financial, environmental, etc.).
Common risks when merging companies
- Do not verify hidden liabilities or tax contingencies.
- Omitting previous legal audits.
- Do not contemplate protection clauses for minority shareholders.
- Ignoring creditor opposition.
How to ensure a successful merger?
The key is to accompany the process with a legal team that integrates:
- Corporate audit and due diligence.
- Design of optimal legal structure.
- Negotiation of terms between partners.
- Timely compliance with each stage before the notary and authorities.
At BAC & Cía Abogados...
We advise national and international companies in mergers, spin-offs and corporate restructurings, always from a strategic and preventive legal vision.
We invite you to contact us.
