Divestiture of AS (stock company) without establishing a new company, Stage 1
5. Reorganisation contract or draft contract
Each company involved in the reorganisation shall draw up a reorganisation contract signed by the boards of directors of all companies involved in the reorganisation or a draft contract signed by the board of directors of the company which submits an application for the commencement of the reorganisation.
the
document shall state:- The firm, registered office and registration numbers of all companies involved in the reorganisation;
- 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 (stockholders) of the acquiring company;
- The terms and conditions for the transfer of capital shares (shares) of the acquiring company to the shareholders (stockholders) of the company to be divided;
- The amount of remuneration for the shareholders (stockholders) of the company to be divided, who at the meeting vote against the reorganisation and request the company to buy back their shares (stocks) in the acquiring company;
- The time from which the transferred shares (shares) give the right to receive dividends or share of profits in the acquiring company, and the regulations affecting such time (if any);
- The rights granted by the acquiring company to holders of capital shares (shares) of each category of capital shares (shares) to be divided and to obligors who own the bonds to be converted;
- 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;
- The division of the property of the company to be divided between the acquiring companies (an act of division of property may also be drawn up in the form of a separate document);
- If the acquiring company is a partnership, in the company acquiring the status of shareholder, shareholder or Member of the company to be divided (general partner or limited partner), as well as the amount of the capital share thereof.