Law 14/2013 Entrepreneurs Law includes measures to promote channels that will contribute to mitigating the effects that the new restrictions on credit may have on businesses.
In order to include a more flexible and clearer rule for calculating the majority of liabilities that must subscribe to a refinancing agreement that may be subject to court approval, the percentage of financial creditors that must adhere to the refinancing agreement is reduced so that the agreement can be judicially approved. The Law reduces the threshold from 75% of the financial liabilities to 55%. Thus, it is clear that this overlaps with the quorum required for refinancing agreements (3/5 of total liabilities), which is in line with both doctrine and jurisprudence
Procedure for Appointment of an Independent Expert
Moreover, the Law incorporates the Bankruptcy Act’s appointment of an independent expert to assess the content of the refinancing agreement in order to determine if it meets the requirements of the Law. This assessment is a determining factor to qualify for the protection that the Law provides against termination. Notably, under this new regime, there is the possibility of requesting the appointment of an independent expert when the parties are still negotiating the agreement, that is, before the parties complete the agreement.
Many of the matters the Law introduces aims to resolve doubts about the procedure for appointing an expert and the issuance of the report, which so far was left to the criteria of the Commercial Registrars that was responsible for the expert’s appointment.
These amendments have been in effect since September 29, 2013.
Mortgages and Bonds of Internationalization
Law 14/2013 improves the regulatory framework of the certificates of internationalization, adding clarity to the assets that may be used as assurance. Furthermore, the Law creates a new instrument, the bond of internationalization, in order to add more flexibility to the issuance of securities that are covered by loans related to internationalization. The granting, transferring, and cancellation of certificates and internationalization bonds, as well as their reimbursement, are exempt from ITP and AJD taxes.
Minimum share capital of Mutual Guarantee Companies (MGC)
Law 14/2013 has amended Law 1/1994 on the Legal System of Mutual Guarantee Companies. Consequently, the minimum capital of an MGC is now set at 10 million euros and the amount of eligible capital may not be less than 15 million euros. Due to the difference between the previous minimum capital (EUR 1,803,036.31) and the current required amount, the regulation will be in effect nine months after the publication of the Law in the Official Gazette.
This article is not considered as legal advice