After securing creditors' claims not earlier than three months after the date of publication of the notification, companies shall submit an application to the Enterprise Register in order to make an entry regarding the reorganisation in the Commercial Register. The company to be divided shall submit an application for the newly established company (if such is established).
We point out that, according to the Commercial Law, members/shareholders have the right to participate and vote at the meeting remotely or to vote before the meeting. Read more in the Explanatory to Remote Participation in Meetings of Members, Shareholders and Members.
Documents to be submitted:
- application form KR12 of the company to be divided;
- the reorganisation contract or a duly certified copy thereof (the copy shall be submitted by each company);
- minutes or decision of the meeting of participants (shareholders) (submitted by each participating company);
- list of members (shareholders) who have voted against the reorganisation (submitted by each company involved);
- in the cases specified in the Law - a permit for reorganisation;
- the reorganisation prospectus (if the preparation of the prospectus specified in the Law) (each participating company shall be submitted);
- the opinion of the auditor (if the statutory audit of the auditor) (submitted by each participating company);
- the closing financial statement of the company to be divided;
- application form KR4 or KR3 of the receiving company (to be certified);
- the minutes or decision of the meeting of the members of the receiving company;
- the statutes of the acquiring company (if a new capital company has been established);
- the division of the register of members of the receiving company (if a new limited company has been established) (the signatures must be certified);
- a list of members of the board of the acquiring capital company or members of the partnership entitled to represent the company;
- a list of the members of the council of the acquiring capital company (if a new company is established and if a council is intended for the acquiring company);
- the consent of the members of the board of directors of the acquiring capital company to take office if they are not already covered by paragraph 9 of the application form KR4 (the signatures must be certified);
- the consent of the members of the council of the acquiring capital company to take office;
- a statement on the registered office of the board of the acquiring capital company;
- an assessment of the property of the company to be divided, which certifies the adequacy of the property for the establishment of the acquiring company;
- a receipt or a copy thereof, or a printout of an online bank payment, or information regarding the payment of the State fee. The national fee for a copy of the draft contract of each company shall be paid separately.
Deadline for the submission of documents to the Enterprise Register: 14 days after the completion of all operations, not earlier than 3 months after the date of publication of the notice.
If, at the same time as a result of a reorganisation, other changes are made to the company being divided, all documents relating to that change shall be submitted in addition.