Restructuring
2. Restructuring decision
The company to be converted shall draw up a draft decision and a prospectus. The decision regarding transformation shall be taken by the meeting of the members (shareholders) of the company to be At the same time as the decision, the statutes of the acquiring company or the agreement of the company (if the acquiring company is a partnership) are approved. If necessary, the board and council of the public shall be elected.
The decision shall specify:
- The firm, legal address and registration number of the company to be transformed and acquired;
- The type of company being acquired;
- 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 being converted;
- The amount of remuneration for participants (shareholders) who vote against the reorganisation at the meeting and ask the company to repurchase their shares (shares) in the receiving company;
- The rights conferred by the acquiring company to the holders of the capital shares (shares) of each category of capital (shares) of the transferring company and the obligacionāriem holding the convertible bonds;
- The rights conferred on the members of the supervisory bodies and executive bodies of the company to be transformed by the receiving company;
- The date on which the transactions of the company to be converted in the accounts of the acquiring company will be considered as transactions of the acquiring company;
- The consequences of the reorganisation for the employees of the company to be transformed;
- The activities to be carried out in the reorganisation process and the time limits for their performance.
The decision of the meeting of participants (shareholders) shall be entered in the minutes, which shall be signed by the meeting manager, the minutes representative and at least one meeting elected participant (shareholder) - a statement of the correctness of the minutes. If there is only one member in a limited company, it shall, instead of the minutes, prepare and sign the decision of the member.
The minutes of the meeting of participants (shareholders) shall indicate those members (shareholders) who have voted against this decision in the meeting regarding the taking of the decision regarding reorganisation.
The document must contain:
- the name of the company (firm);
- the location and date of the meeting;
- date of the first meeting (in the case of a repeated meeting);
- the institution convening the meeting and the time when the notice has been sent for convening the meeting (not to be indicated in the participant's decision);
- the size of the share capital of the company and the share capital with voting rights;
- the size of the share capital represented at the meeting and the number of voting rights (shareholders) present;
- the name of the meeting leader, minutekeeper, member (shareholder) - certifying the correctness of the minutes - (not to be indicated in the participant's decision);
- agenda of the meeting (not to be specified in the participant's decision);
- the progress and content of the discussion on agenda issues;
- decisions taken;
- the number of 'for' and 'against' votes cast for each decision (not to be indicated in the participant's decision);
- objections of the Council and the members of the Board, the auditor, the liquidator or the member (shareholder).
A decision of the meeting of members of a limited liability company shall be taken if not less than two-thirds of the votes represented in the meeting have been cast, unless the statutes specify a higher number of votes. A decision of the meeting of shareholders of a public limited liability company shall be taken if not less than three-quarters of the votes of the voting shareholders present have been cast, if the statutes do not specify a higher number of votes.
The original or derivative of a protocol or decision, the correctness of which is certified by the same person/- a who signed the original, shall be submitted to the register of undertakings.