Cross-border separation of AS (stock company) where no new company is created Stage 2
2. Reorganisation agreement
If two or more existing companies participate in the reorganisation process, they shall enter into a reorganisation agreement. The contract shall be entered into in writing.
The document shall state:
- The firm, registered office and registration numbers of all companies involved in the reorganisation;
- the type of companies involved in the cross-border reorganisation;
- information that capital companies involved in a cross-border reorganisation have in force employee participation rules, if applicable;
- information on the means of collateral available to creditors;
- information regarding the valuation of the assets and liabilities contained in the property to be transferred to the acquiring company;
- the date of approval of the economic activity report of the company on which the cross-border distribution rules are based;
- whether the company being converted has received State aid or subsidies within five years prior to the adoption of the reorganisation decision;
- The ratio of the exchange of shares (shares) of companies and the amount of the premiums (if any);
- The distribution of capital shares (shares) among the shareholders of the acquiring company;
- The terms and conditions for the transfer of capital shares (shares) of the acquiring company to the shareholders of the company to be divided;
- The division of the assets of the company to be divided between the acquiring companies. A property distribution deed may be attached to the contract as a separate document
- The amount of remuneration for participants who vote against reorganisation at the meeting of participants and request the company to buy back their shares;
- The time from which the transferred shares give the right to receive dividends or share of profits in the acquiring company and the rules affecting that time (if any);
- The rights granted by the acquiring company to the shareholders of each category of capital shares of the company to be divided;
- The rights granted by the acquiring company to the members of the supervisory authorities and executive bodies of the company to be divided;
- The date on which the transactions of the company being divided in the accounting of the acquiring company will be treated as transactions of the acquiring company;
- The consequences of the reorganisation for the employees of the company to be divided;
- The activities to be performed during the reorganisation process and the time periods for the performance thereof.