Key changes in company dissolution from April 2025

Organic Law 1/2025 introduces key updates in company dissolution procedures, prioritising speed, out-of-court solutions, and greater accountability for directors. In this post, we summarise what every company should know before April 3, 2025.

Key changes in company dissolution from April 2025

 

Organic Law 1/2025, of January 2, introduces significant changes to company dissolution procedures, aiming to improve judicial efficiency and strengthen legal certainty. Some provisions are already in effect, while others will apply from April 3, 2025. Here's a summary of the key points.

REASSIGNMENT OF COMMERCIAL JURISDICTION 
From January 23, 2025, Commercial Courts will no longer handle many business-related matters. These responsibilities are now transferred to the Commercial Sections of the Courts of First Instance, covering:

  • Company dissolution and liquidation
     

  • Shareholder separation
     

  • Director liability
     

The goal is to streamline proceedings and reduce the workload on traditional courts.

SUPPORT FOR OUT-OF-COURT RESOLUTIONS 
The law encourages partners to settle disputes out of court through homologated extrajudicial agreements with legal validity and enforceability. This leads to quicker and more cost-effective outcomes.

INCREASED LIABILITY FOR DIRECTORS
The reform reinforces the duty of care of directors during dissolution. They must manage assets responsibly, make informed decisions, and protect shareholders and creditors. The law includes stricter penalties for negligence or inaction.

GOOD FAITH RULES AND CHANGES TO CIVIL PROCEDURE 
Adjustments to the Civil Procedure Act (LEC) increase sanctions for violations of procedural good faith and simplify the judicial approval of extrajudicial agreements.

EFFECTIVE DATES 

  • From January 23, 2025: reassignment of commercial jurisdiction
     

  • From April 3, 2025: full application of all remaining provisions
     

The reform is implemented gradually to allow a smooth transition.

The new law is a step forward in handling company law processes, prioritising speed, efficiency, and early conflict resolution. It also imposes more responsibility on directors and encourages a more professional legal environment. At Valero Tax Legal, we offer expert legal support to guide you through these changes with full legal assurance.

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