La operación acordeón o cómo ser lobo con piel de cordero
Juan Rivero mayo 22nd, 2009
Las reducciones de capital en una sociedad puede deberse a varios motivos;
- por tener un capital excesivo para el ejercicio de la actividad
- por la necesidad u obligación legal de sanear la sociedad cuando el patrimonio se vea reducido por pérdidas y sea necesario adaptar el capital a la verdadera situación del activo, o que la sociedad hubiese generado una gran cantidad de pérdidas. (la reducción es obligatoria por ley “cuando las pérdidas hayan dado lugar a una reducción del patrimonio por debajo de las dos terceras partes de la cifra del capital social y haya trascurrido un año sin haberse recuperado”)
- para repartir entre los socios el importe de la enajenación de bienes del patrimonio. Adicionalmente, en el caso de las sociedades anónimas la reducción de capital puede deberse con el objetivo de condonar derechos pasivos de los socios (desembolsos pendientes de capital inicial o ampliaciones posteriores).
Las formas de dichas reducciones de capital son normalmente mediante la amortización o reducción del nominal de las acciones o participaciones (siempre en proporción a la participación de cada socio).
En ciertos casos puede ocurrir que al reducir el capital, éste se quede por debajo del mínimo legal e incluso a cero. En esos casos, si se tratase de una S.A., cuyo capital mínimo es de 60.101,21 €, y queda entre esa cifra y los 3.005,06 € mínimos para una S.L., la S.A. podría optar por transformarse en una sociedad limitada o bien proceder a un aumento de capital de nuevo hasta los 60.101,21 €. Un segundo caso sería que la S.A. viera reducir su capital por debajo de los 3.005,06 €, y entonces podría optar por aumentar capital hasta los 3.005,06 €, o bien de nuevo hasta los 60.101,21 €. En caso de que se tratase de una S.L. y viera reducido su capital por debajo de los 3.005,06 €, debería efectuar una ampliación que alcanzase como mínimo esa cifra para no ser liquidada.
El problema
El hecho de disminuir el capital a estos niveles y posteriormente ampliarlos de nuevo se conoce como operación acordeón, y es una operación muy delicada ya que algunos accionistas, sobre todo los minoritarios, como por ejemplo el emprendedor, y que no tiene liquidez suficiente para acudir a la nueva ampliación, puede verse obligado a renunciar al derecho de suscripción preferente y ver diluida su participación en la sociedad, incluso anulada si se ha reducido el capital a cero.
Ante este hecho caben varios límites:
- es requisito imprescindible poner a disposición de los accionistas los informes necesarios que justifican la operación
- debe de existir un balance debidamente verificado
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- Contabilidad y Finanzas
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Un ejemplo de operación acordeón es el que pretenden llevar a cabo los nuevos administradores de la empresa Sistemas Genómicos. Con esta operación, los que se han hecho con la mayoría del capital socia de manera hostil, se deshacen de todos los socios fundadores. Es un auténtico escándalo.
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