Cross-border merger 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
- Shares (shares) exchange rates and the size of the premium (if any)
- Allocation of capital shares (shares) between the shareholders of the acquiring company
- Rules for the transfer of capital shares (shares) of the acquiring company to the shareholders (shareholders) of the merging, distributable or convertible company
- The time from which transferred capital shares (shares) give the right to receive dividends or a share of profits in the receiving company and the terms affecting that time (if any)
- Rights conferred on members of the supervisory bodies and executive bodies of the merging company by the receiving company, as well as on the controller of the 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
- Consequences of reorganisation for employees of the merging company
- Activities to be carried out in the reorganisation process and the deadlines for carrying out them
- Types of capital companies involved in cross-border mergers and type of newly formed capital company (if a new capital company is created)
- Information regarding the valuation of the assets and liabilities of the transferred property to the receiving capital company
- A statement of the economic activity of a capital company on which the cross-border merger rules are based
Where the acquiring company holds all parts of the company to be divided, the reorganisation agreement may not specify the capital share exchange rate and the amount of the premium, the division of capital shares between the members of the acquiring company, the terms of transfer of the capital shares of the acquiring company to the members of the merging, distributable or transforming company, and the time from which the transferred capital shares are entitled to the right to receive dividends or dividends, the share of profits in the receiving company and the rules affecting that time.