Cross-border adding of AS (stock company) Stage 2
2. Reorganisation agreement
If two or more existing companies participate in the reorganisation process, they shall enter into a reorganisation contract. The contract shall be entered into in writing
The document shall specify:
- Firms, registered offices and registration numbers of all companies involved in the reorganisation;
- the type of company involved in the cross-border reorganisation;
- information that capital companies involved in the cross-border reorganisation have in force the rules on employee participation, if applicable;
- details of the collateral arrangements available to creditors;
- information on the assessment of the assets and liabilities of the transferred property to the receiving company;
- the date of approval of the company's economic activity report on which the cross-border merger rules are based;
- The exchange rate of shares (shares) of companies and the amount of the premium (if any);
- The division of capital shares (shares) between the members of the acquiring company;
- The terms of transfer of capital shares (shares) of the acquiring company to the shareholders of the merging company;
- The amount of remuneration of members who vote against the reorganisation at the meeting of the members and require the public to repurchase their shares;
- The time from which the transferred capital shares are entitled to a dividend or a share of the profits of the acquiring company and the terms affecting that period (if any);
- The rights conferred on the holders of the capital shares of each category of capital of the merging company by the acquiring company;
- The rights conferred on the members of the supervisory bodies and executive bodies of the merging company by the receiving company;
- The date on which the transactions of the merging company in the accounts of the acquiring company will be treated as transactions of the acquiring company;
- The consequences of the reorganisation for the employees of the merging company;
- The activities to be carried out in the reorganisation process and the time limits for their performance.