Merger 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 board of directors or representative Member of each company involved in the reorganisation, or a draft contract signed by the board of directors or representative Member of the company submitting 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 firm name and registered office of the acquiring company;
- The ratio of the exchange of shares (shares) of companies and the amount of the premiums (if any);
- The amount of the equity capital of the acquiring capital company, the number of capital shares (stocks) and the nominal value;
- The distribution of capital shares (shares) among the shareholders (stockholders) of the acquiring company;
- The terms of transfer of the shares (shares) of the acquiring company to the shareholders/shareholders/members of the acquiring company;
- The amount of remuneration of the members/shareholders/members who vote against the reorganisation at the meeting and request the company to buy back their shares (shares) 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);
- Rights granted by the acquiring company to holders of capital shares (shares) of each category of capital shares (shares) to be added and to obligors who own convertible bonds;
- The rights granted by the acquiring company to the members of the supervisory authorities and executive bodies of the company to be incorporated;
- The given name, surname and personal identity number of the members of the board of directors of the acquiring capital company (if the person does not have a personal identity number - the date of birth, the number and date of issue of the personal identification document, 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 and date of issue of the personal identification document, the State and institution which issued the document);
- The date on which the transactions of the merging entity in the accounting of the acquiring entity will be treated as transactions of the acquiring entity;
- The consequences of the reorganisation for the employees of the company to be added;
- The activities to be performed during the reorganisation process and the time periods for the performance thereof;
- If the acquiring company is a partnership, in the acquiring company (general partner or limited partner), as well as the amount of the capital share thereof.