For decades, the world of insolvency law and that of public administration have existed in constant tension. On the one hand, commercial judges tried to save companies in crisis by facilitating their sale to new investors. On the other, the General Treasury of the Social Security system often appeared months after the sale to claim outstanding debts that the new owner was not even aware of.
This lack of coordination generated a "fear of risk" that led to the liquidation of many companies that could have been viable. However, Supreme Court Ruling 1166/2025 has taken a decisive step to protect business continuity and, above all, the security of those who decide to invest in them.
The end of unexpected claims
The central conflict lay in one question: Who really has control over the debt of a company in insolvency proceedings? Until now, the Social Security system felt empowered to disregard agreements reached in the commercial court.
The Supreme Court's new ruling clarifies that if a Commercial Court judge approves the sale of a business unit and expressly establishes a quantitative limit on the debts assumed by the buyer, the Treasury is bound by that limit. In other words, the government can no longer circumvent the judge's decision to demand more money through underhanded means. This provides unprecedented legal protection for the buyer.
Why this is a victory for businesses
This ruling not only benefits lawyers and judges; it benefits the real economy. By eliminating uncertainty about "hidden liabilities," investors can accurately assess the cost of the transaction.
When the rules of the game are clear, capital flows. This certainty encourages more entrepreneurs to take an interest in rescuing businesses that would otherwise be scrapped. Assets are saved, brands are saved, and, most importantly, thousands of jobs are preserved, jobs that depend on a clean and secure transfer of the company.
Keys to a Risk-Free Investment
Despite this progress, simply buying and waiting is not enough. To take advantage of this Supreme Court protection, a well-defined strategy from the outset is crucial. It is vital that the purchase offer be technically sound so that the Bankruptcy Judge clearly includes this liability limit in their adjudication order.
This is not merely an administrative matter; it is a matter of preventative legal strategy. An error in the drafting of the sale order could leave a loophole through which the Administration attempts to claim old debts.
Prolaw Iberia: Real Solutions for Complex Scenarios
At Prolaw Iberia, we believe that the law should be a tool for growth, not an obstacle. As a firm specializing in restructuring and insolvency law, we welcome this ruling that aligns justice with the realities of business.
Our team has the necessary experience to manage these operations, ensuring that every procedural step is designed to protect our clients' interests and guarantee that the new business venture is launched free of unforeseen burdens. In crisis situations, we provide the clarity and legal certainty that investors need to make winning decisions.