The administrator of the SL of which you are a partner has sold some properties, but you believe they are an essential asset and, therefore, should have had prior authorization from the board.

Well, the law does not contain a list of what it considers essential assets. However, there are two criteria (which may or may not occur simultaneously) that can be used to determine which assets are essential: the quantitative and the qualitative.

Regarding the quantitative criterion, the law establishes that an asset is presumed to be essential when, according to the last approved balance sheet, it exceeds 25% of the value of all the assets owned by the company (although, as it is a presumption, evidence to the contrary is admissible; in other words, the essential nature can be disputed if it is proven that this value is not exceeded).

Likewise, an asset is also considered essential (qualitative criterion) if its acquisition, sale, or contribution to another company can, among other consequences:

• Substantially alter the organizational or asset structure of the company.
• Endanger the effective realization of its corporate purpose.
• Lead the company to a situation of de facto dissolution or liquidation.

The law requires that the acquisition, sale, or contribution to another company of this type of assets be approved by the Board. Otherwise, partners can take legal action to request the nullity of the sale or to demand accountability from the administrator, taking into account the specific circumstances of the case.

 

Our professionals will advise you and help you assess the steps to take, as well as decide on the most appropriate legal action in your specific case.