Restructuring of AS (stock company), Stage 2
1. Summary
After securing creditors' claims, each company involved in the reorganisation process shall submit an application to the Commercial Register authority, not earlier than three months after the date of publication of the notification, so that an entry regarding the reorganisation is made in the Commercial Register.
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.
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3 business daysReview
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from 75,00 EURCosts
Documents to be submitted:
- Application form KR9 OF the company to be transformed
- Reorganisation decision or duly certified copy thereof
- List of members who have voted against the reorganisation
- In the cases specified in the Law - a permit for reorganisation
- Reorganisation prospectus (if the preparation of the prospectus specified in law)
- Opinion of the auditor (if statutory audit of the auditor)
- Application form KR4 or KR3 of the receiving company (to be certified)
- Minutes or decision of the meeting of members of the receiving company
- Statutes of the acquiring company (if a new capital company has been established)
- Division of the register of members of the receiving company (if a new limited company has been established) (signatures must be certified)
- List of members of the board of the acquiring capital company or members of the partnership entitled to represent the company
- List of members of the council of the acquiring capital company (if transformed into a public limited liability company)
- The consent of the members of the board of the acquiring capital company to take office if they are not already covered by paragraph 9 of the application form KR4 and a new board is appointed (to certify the signatures)
- Consent of the members of the council of the acquiring capital company to take up the position (if transformed into a public limited liability company)
- Valuation of the property of the company to be converted, attesting the adequacy of the property for the establishment of the share capital of the acquiring company (if the share capital is increased)
- A receipt or a copy thereof, or a printout of an online bank payment, or information on the payment of the State fee
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.