The board of directors of the company to be divided shall, within the time period specified in the reorganisation decision, convene a meeting of the members (shareholders) of the newly established company, which shall approve the statutes of the newly established company, elect administrative bodies and perform other activities, which are necessary when establishing the company.
The decision of the meeting of shareholders shall be entered in the minutes signed by the meeting leader, the recording officer and at least one shareholder elected by the meeting - a statement of correctness of the minutes or drawn up in the form of a separate document signed by the meeting leader and at least one shareholder elected as a witness to the correctness of the decision. If the company has only one shareholder, it shall, instead of the minutes, prepare and sign the shareholder's decision.
The document must contain:
- Name of company (firm)
- Number of the minutes of the meeting of participants (shareholders) or the decision number of the member (shareholder)
- Meeting Location and Date
- The size of the share capital, paid-up fixed capital and voting capital subscribed by the company (not to be indicated in the decision of the participant)
- The given name and surname of the members present, the number of shares (shares) and the size of the share capital with voting rights
- Name and surname of the meeting leader, protocolator, member (shareholder) - certifying the correctness of the minutes (not to be specified in the decision of the member/shareholder)
- The institution convening the meeting and the time when the notice has been sent for convening the meeting (not to be indicated in the decision of the participant/shareholder)
- Meeting agenda (not to be specified in the participant/shareholder decision)
- Decisions taken
- For each 'for' and 'against' votes cast (paid share) (not to be indicated in the participant/shareholder decision)
A decision shall be taken if not less than two-thirds of the votes represented at the meeting have been cast in respect of it, if the statutes do not specify a higher number of votes.
The original or derivative of a protocol or decision, the correctness of which is certified by the same person/- a who signed the original, shall be submitted to the register of undertakings.