The discharge of liabilities is one of the ".financial relief and business reactivation mechanismsThe "Insolvency Law" provided for in Law 2437 of 2024, together with the capitalization of debts and sustainable debt covenants. Article 3.2 of the complementary corporate insolvency statute reproduced 4.2 of the extinct Decree 560 of 2020 to revive this important bankruptcy figure that allows a particular form of acquisition of companies in crisis with the advantages of the judicial liquidation, but without its own burdens.

In effect, this institution allows creditors, by way of capitalizing all or part of their debts, to displace the original holders in the ownership of the shares and to emerge with liabilities in accordance with the company's true payment capacity, in a context in which only those creditors with a vocation to pay are satisfied based on the procedural and financial reference of the valuation of the company in progress.

Thus, the business reorganization agreement may provide for a clause whereby, if the liabilities are greater than the valuation of the going concern, all liabilities in excess of the aforementioned reference value are discharged or extinguished.

For this purpose, (i) an expert report prepared under the terms of Article 226 of the General Code of the Process must be attached to the agreement, that is to say, it must come from a professional and be executed in accordance with an accepted and duly supported methodology. On the other hand, (ii) the agreement with discharge must be approved by a qualified majority that corresponds to 60% of the votes from creditors with payment vocation, according to the aforementioned valuation, discounting the votes of internal and related parties. Consequently, the usual requirement of plurality of categories of creditors does not apply in this context.

It is also required (iii) that the discharge does not affect the credit rights of maintenance, pension, labor and secured creditors, which constitutes an economic floor for the operation, so that tax debts are perfectly dischargeable. Finally (iv) the agreement must provide for the cancellation of the participation rights of shareholders or partners without any type of consideration, that is to say, there is a total displacement in the property in favor of the creditor or creditors that assume such position by partial or total capitalization of the debts in their favor.

As can be seen, as would occur in a liquidation, the creditors who are willing to pay are satisfied and the original owners lose their property, but the company is saved and restarted with liabilities proportional to its payment capacity. The company thus reconfigured can continue to operate and the possibility remains open for the displaced owners to reacquire it at market conditions.