Restructuring
2. Conversion decision
The undertaking to be converted shall draw up a draft decision and a prospectus. The decision to convert shall be taken by the meeting of shareholders (shareholders) of the company being transformed. The articles of association of the acquiring company or the contract of the company (if the acquiring company is a partnership) shall be approved concurrently with the decision regarding the acquisition company. If necessary, the board of directors and the board of directors of the company shall be elected.
The decision shall specify:
- The firm name, registered office and registration number of the company being converted and acquired;
- The type of company to be acquired;
- 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 converting company;
- The amount of remuneration for participants (shareholders) who vote against reorganisation at the meeting and request the company to buy back their shares (shares) in the acquiring company;
- The rights granted by the acquiring company to holders of capital shares (shares) of each category of capital shares (shares) of the convertible company and to obligors who own the convertible bonds;
- The rights granted by the acquiring company to the members of the supervisory authorities and executive bodies of the company being transformed;
- The date on which the transactions of the transferee 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 being converted;
- The activities to be performed during the reorganisation process and the time periods for the performance thereof.
The decision of the meeting of participants (stockholders) shall be entered in a protocol signed by the head of the meeting, the protokolator and at least one elected participant (stockholder) of the meeting - a certifier of the correctness of the minutes. If there is only one participant in a limited liability company, it shall prepare and sign the decision of the participant instead of the protocol.
Participants (stockholders) shall indicate in the minutes of the meeting those participants (stockholders) who have voted against this decision at the meeting regarding the taking of a decision regarding reorganisation.
The document must specify:
- company name (firm name);
- the location and date of the meeting;
- the date of the first meeting (in the case of a repeated meeting);
- the institution which convenes the meeting and the time when the notice regarding the convening of the meeting has been sent out (not to be indicated in the decision of the participant);
- the amount of the share capital and the voting capital of the company;
- the amount of the share capital represented at the meeting and the number of votes of the voting members (shareholders) present;
- the given name, surname (not to be indicated in the decision of the participant) of the head of the meeting, the registrar of the minutes, the participant (shareholder) - the certifier of the correctness of the minutes;
- agenda of the meeting (not to be specified in the decision of the participant);
- the progress and content of the discussion of agenda items;
- the decisions taken;
- the number of votes cast for each decision in favour and against (not to be specified in the Member's decision);
- objections of the members of the Council and the board of directors, the auditor, the liquidator or the Member (shareholder).
A decision of the meeting of shareholders of a limited liability company has been taken, if not less than two thirds of the votes represented in the meeting have been cast in return, if a higher number of votes has not been specified in the articles of association. A decision of the shareholders' meeting of a joint stock company has been taken, if not less than three quarters of the votes of the voting shareholders present have been cast in return, if a higher number of votes has not been specified in the articles of association.
An original or derivative of a protocol or decision, the accuracy of which shall be certified by the same persons/- a who signed the original, shall be submitted to the Enterprise Register.