Restructuring of AS (stock company), Stage 1
2. Draft reorganisation decision
The company to be converted shall draw up a draft reorganisation decision, which shall be signed by the company's board.
The document shall specify:
- Firm, registered office and registration number of companies to be transformed
- Shares (shares) exchange rates and the size of the premium (if any)
- Allocation of capital shares (shares) between the shareholders of the acquiring company
- Rules for the transfer of capital shares (shares) of the acquiring company to the shareholders (shareholders) of the merging, distributable or convertible company
- The time from which transferred capital shares (shares) give the right to receive dividends or a share of profits in the receiving company and the terms affecting that time (if any)
- Rights conferred on the members of the supervisory bodies and executive bodies of the company being divided, as well as on the controller of the company
- The date on which the transactions of the company to be divided in the accounts of the acquiring company will be treated as transactions of the acquiring company
- Consequences of reorganisation for employees of the company being divided
- Activities to be carried out in the reorganisation process and the deadlines for carrying out them
- Firm and registered office of the acquiring company
- Type of acquiring company
- Distribution of the property of the company to be divided between the acquiring companies (the deed for the distribution of property may also be drawn up in the form of a separate document)