Divestiture without establishing a new company Stage 1
2. Reorganisation contract or draft contract
Each company involved in the reorganisation shall draw up a reorganisation contract signed by the boards of all the companies involved in the reorganisation or a draft contract signed by the board of the company which submits an application for the initiation of the reorganisation.
The document shall specify:
- Firms, registered offices and registration numbers of all companies involved in the reorganisation;
- The exchange rate of shares (shares) of companies and the amount of the premium (if any);
- The division of capital shares (shares) between the shareholders of the acquiring company;
- The terms of transfer of capital shares (shares) of the acquiring company to the shareholders of the company to be divided;
- The amount of remuneration for the members (shareholders) of the company to be divided, who vote against the reorganisation at the meeting and ask the company to repurchase their shares (shares) in the receiving company;
- The time from which transferred capital shares (shares) are entitled to receive dividends or a share of profits in the acquiring company and the terms affecting that time (if any);
- The rights granted by the receiving company to holders of capital shares (shares) of each category of capital (shares) and obligacionāriem holding convertible bonds;
- The rights conferred on the members of the supervisory bodies and executive bodies of the company being divided by the receiving company;
- The date on which the transactions of the company to be divided in the accounts of the acquiring company will be treated as transactions of the acquiring company;
- The consequences of reorganisation for the employees of the company being divided;
- The activities to be carried out in the reorganisation process and the time limits for carrying out them;
- The distribution of the property of the company to be divided between the acquiring companies (the deed for the distribution of property may also be drawn up in the form of a separate document);
- If the acquiring company is a partnership, the status of the shareholder, shareholder or member of the company to be divided (complementary or complementary), as well as the amount of its capital stake.