Cross-border transformation of AS (stock 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 and the type of company to be formed;
- 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 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 amount of remuneration of members who vote against the reorganisation at the meeting of the members and require the public to repurchase their shares;
- details of whether the company to be converted has received State aid or subsidies within five years prior to the decision on the reorganization.
- 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 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.