Embargo of social shares

A bank sued a partner of your company to claim a debt related to a personal loan. The partner was convicted and, since he did not pay the debt and his only assets were the social shares in the SL, the court ordered their seizure.

For this reason, the administrator has received a "seizure diligence" from the court, in which he is informed of the identity of the seizing party and the shares seized. Well, let's see what an administrator must do to comply with this diligence.

First, he must record the seizure of shares in the shareholders' register of the company; in the section corresponding to the affected partner, he must indicate the number of shares that have been seized, as well as the seizure details (court of origin, diligence number, and date). In addition, he must legalize the book —that is, submit it to the Mercantile Registry— electronically.

Once the annotation is made, he must prepare a certificate signed by the administrator stating the name of the partner and the shares affected by the seizure. It must also be indicated whether there are agreements that limit the free transfer of the seized shares or any other statutory or contractual clause that affects them.

After the above, he may respond in writing to the seizure diligence by attaching a copy of the shareholders' register and the certification. It must be indicated in this response to the court that the shareholders' register will be legalized in the Mercantile Registry within the legally established period.

Finally, be aware that this seizure also has repercussions for the other partners:

• The administrator must send a copy of the notification to all partners.

• Furthermore, if the seizure proceeds and the shares are auctioned, the partners will have a preferential right to acquire them (paying the amount for which they have been awarded in the auction). The deadline to exercise this right is one month from when the court communicates the award.

• It is advisable that the bylaws of your company provide for this preferential acquisition right also in favor of the company itself.

 

Our professionals will help and advise you on all legal matters related to your role as an administrator.