Status changes which are stipulated by the Companies Act (“Official Herald of RS”, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015 and 44/2018) are: acquisition, merger, division and spin-off.
By-Laws and Documents which are necessary for the implementation of the status change
For the purpose of conducting a status change, the board of directors, i.e. supervisory board, if the company has a two-tier management system, prepares the following by-laws and documents:
- Draft agreement on status change, i.e. draft division plan, if only one company participates in the status change, as well as all the following documents which are the integral part of the agreement on status change:
– Proposal of a decision on amendments to the memorandum of association, i.e. articles of association of the recipient company, and, if the status change leads to the incorporation of a new company, a proposal of the memorandum of association, as well as a proposal of the articles of association of that company if such company is a joint stock company
– Divisional balance sheet of the transferring company, in case of a status change involving division or spin-off
– List of the members of the transferring company with the designation of the par value of their shares, i.e. stocks in the recipient company, as well as shares, i.e. stocks they acquire in the recipient company
– List of employees in the transferring company whose employment continues in the recipient company.
- Financial statements, with the auditor’s opinion with the balance on the day that precedes for no more than six months the day of adoption of the decision of the general meeting on the status change
- Auditor’s report on the completed audit of the status change
- Report on the status change compiled by the board of directors, i.e. executive board, if the company has a two-tier management system
- Proposal of the decision of the general meeting on the status change. Continue reading Decision on status change