First, it should be noted that the corporate name refers to the name by which a company is designated, which allows it to be unequivocally identified. Thus, according to Article 158 of the Commercial Code, changing a company's corporate name entails a reform of its bylaws, without implying a modification of the corporate type, corporate structure, or the applicable liability regime.
Therefore, when a company changes its corporate name, the Superintendence of Companies clarifies that neither its obligations to third parties nor those inherent to the partners based on the corporate type in question will be affected.
However, a company's corporate name is an intangible asset that forms part of its assets, and therefore may be subject to attachment. In such case, once the measure is executed, it will be immobilized for legal purposes.
Consequently, as the institution clarifies, the sale or encumbrance of the attached asset will be unlawful, in accordance with numeral 3 of Article 1521 of the Civil Code. In such case, the company may not dispose of its corporate name, nor transfer or encumber it under any title.
On the other hand, according to the provisions of Article 408 of the Commercial Code, to sell shares whose ownership is subject to litigation, authorization from the respective judge will be required, and if the shares are attached, the consent of the plaintiff will also be necessary. Therefore, shares whose registration has been canceled or prevented by order of the competent authority may not be sold.
Supersociedades, Concept, 220-134472, 21/09/2021.
Prepared by: Luis Carlos Ramírez Satizabal. w