Divestiture of AS (stock company) with establishing a new company, Stage 1
4. Decision or draft decision on the division
If another company already existing is not involved in the reorganisation, the company to be divided shall draw up a decision or a draft decision on the division, which shall be signed by the company's board.
The document shall specify:
- The firm, registered office and registration number of the company to be divided;
- The firm and registered office of the acquiring company;
- The exchange rate of shares (shares) of companies and the amount of the premium (if any);
- The size of the fixed capital capital of the acquiring capital company, the number of capital shares (shares) and nominal value;
- 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 to be divided;
- The amount of remuneration for the members of the company to be divided (shareholders) who vote against the reorganisation at the meeting of the members and ask the company to repurchase their shares (shares) in the receiving company;
- The time from which transferred capital shares (shares) are entitled to receive dividends or a share of profits in the acquiring company and the terms affecting that time (if any);
- The rights granted by the receiving company to holders of capital shares (shares) of each category of capital (shares) and obligacionāriem holding convertible bonds;
- The rights conferred on the members of the supervisory bodies and executive bodies of the company being divided by the receiving company;
- The given name, surname and personal identity number of the members of the board of the acquiring capital company (if the person does not have a personal identity number - the date of birth, the number of the personal identification document and the date of issue, the State and institution which issued the document);
- If the acquiring capital company has a council, - the given name, surname and personal identity number of the members of the council (if the person does not have a personal identity number - the date of birth, the number of the personal identification document and the date of issue, the State and the institution which issued the document);
- The date on which the transactions of the company to be divided in the accounts of the acquiring company will be treated as transactions of the acquiring company;
- The consequences of reorganisation for the employees of the company being divided;
- The activities to be carried out in the reorganisation process and the time limits for carrying out them;
- The distribution of the property of the company to be divided between the acquiring companies (the deed for the distribution of property may also be drawn up in the form of a separate document);
- If the acquiring company is a partnership, the status of the participating company, (shareholder) in the acquiring company (complementary or subsidiary), as well as the amount of its capital stake.
If the company to be divided becomes the only member (shareholder) of the newly formed company, it is not necessary to indicate in the reorganisation decision/contract or the draft decision/contract the exchange rate of shares (shares) of the companies and the size of the premium; the division of capital shares (shares) between the members (shareholders) of the acquiring company; the transfer of capital shares (shares) of the acquiring company rules for members (shareholders) of the company to be divided; the amount of remuneration for members (shareholders) who vote against the reorganisation at the meeting; the time from which the transferred capital shares (shares) give the right to receive dividends or a share of profits in the acquiring company; the rights which the acquiring company grants a share (shares) of the capital of each category of the company to be divided (shares) for holders.