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Merger and Extinction

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Recording of Merger
Partial electronic processing

It is a partial processing, because while begins the process through the electronic site telematics manner may not carry out its complete processing, pending submission of the original copy authorized and copy of the corresponding scriptures.

Foundations, provided you do not have banned the founder, may merge with the agreement of the respective Boards.

The merger agreement shall be communicated to the Protectorate. The Protectorate may oppose the merger reasoned on legal grounds. If not opposed within three months or if within that period and not expressly manifest their opposition, the Board will raise public write the merger agreement and request its registration in the Register of Foundations..

Registration agreement termination, settlement and registration cancellation
Partial electronic processing

It is a partial processing, because while begins the process through the electronic site telematics manner may not carry out its complete processing, pending submission of the original copy authorized and copy of the corresponding scriptures.

Foundation shall be dissolved in the following cases:

  • Upon expiry of the period for which it was formed.
  • When you have fully completed the foundational purpose.
  • When it is impossible to carry out the foundational purpose.
  • when resulting from a merger.
  • When you come any other cause provided for in the Constitutive Act, the bylaws or the law.

In the event that agreed extinguish the Foundation for the foundation have so fully realized, for its implementation be impossible or attend any other cause provided for in the constitutive act or the statutes, must request the ratification of the Protectorate. < / p>

The Protectorate decision within three months. A lack of resolution within that period, the agreement shall be deemed ratified extinction.

For the registration of the extinction of the Foundation in the Foundations Register or deed must be submitted, if applicable, the corresponding court decision.

The extinction of the foundation, except in the supposed merger by absorption - in the case of foundation absorbed in the process - will determine the opening of the liquidation procedure, which will be carried out by the Board of the foundation under the control of the Protectorate.

The assets and rights resulting from the liquidation shall be allocated to foundations or to private non-profit entities pursuing general interest purposes and having their assets affected, even in the event of their dissolution, to the attainment of those assets, and which have been Designated in the founding business or in the Articles of Association of the extinguished foundation. Failure to do so may be decided in favor of the same foundations and entities mentioned by the Board of Trustees, when this power is recognized by the founder and, in the absence of such authority, it will be up to the Protectorate to fulfill that task.

Notwithstanding the provisions of the preceding paragraph, foundations may provide in their Bylaws or founding clauses that the assets and rights resulting from the liquidation are intended for public entities, of a non-foundational nature, pursuing purposes of general interest.

The registration of the appointment of liquidators, which may be simultaneous or subsequent to the registration of the extinction of the foundation, shall state their identity, the manner in which they have to exercise their powers, and, where appropriate, the deadline for The ones that have been named.

The registration of the liquidation shall record the powers or delegations agreed by the Board to carry out the material execution of the agreements related to the liquidation process. The identity of the persons empowered or delegated to such execution shall also be recorded.

The registration of the liquidation shall state the destination given to the assets and rights resulting therefrom, expressly mentioning the foundations or private non-profit entities beneficiaries, detailing whether they were designated in the founding business or in the Articles of Association of the extinguished foundation, If they have been granted by the Board of Trustees, upon having recognized this power by the founder, by the Statutes, or finally, if the designation has been made by the Protectorate.

Likewise, public entities of a non-foundational nature that pursue general interest purposes should be cited when they are the addressees of the assets and rights resulting from the liquidation.

Once the extinction and subsequent liquidation have been registered, which, like the extinction must be recorded in a public deed, the seats of the extinct foundation will be canceled ex officio.

Notwithstanding the foregoing, the process of extinguishing and liquidating the foundation may be concentrated in a single act, in such case, the fate given to the resulting assets and rights must be certified to the notary authorizing the extinction-liquidation deed Of the liquidation procedure.

 

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