Registration Of Status Change And Legal Consequences Of Status Change

Registration of a status change of a company is an integral part of the phase of completion of the procedure for the implementation of status changes (merger, acquisition, division and spin-off), which are regulated by the provisions of the Companies Act.

The registration of a status change is made in compliance with the registration act concerning the recipient company and concerning the transferring company, after entry into force of the contract on status change, i.e. the division plan.

The increase, i.e. reduction of share capital, occurred as a result of a status change is registered in compliance with the registration act as well as deletion from the register of the company which is dissolved as a result of status change.

The registration of the status change may not be made before the payout is made to the dissenting members of the company participating in the status change. The chairman of the board of directors, i.e. the chairman of the company’s supervisory board, if the company has a two-tier management system confirmed by a statement in writing that all dissenting members of the company participating in the status change have been paid out, i.e. that there were no dissenting members of the company. Continue reading Registration Of Status Change And Legal Consequences Of Status Change

Relationship between the joint-stock company and stockholders

According to provisions of the Companies Act relationship between the joint-stock company and stockholders shall be defined with rights and obligations as follows:

  • Right to a dividend
  • Limitations on payments to stockholders
  • Pre-emptive subscription right of the stocks
  • Financial Support of the company in acquiring stocks
  • Withdrawal and cancellation of stocks due to failure to pay or enter the contribution.

It is also important to emphasize that all shareholders are treated equally under the same circumstances. Continue reading Relationship between the joint-stock company and stockholders

Decision on the acquisition of company and its legal effect

Provisions of the Companies Act shall regulate concept and types of status changes, as well as procedures for conducting status changes, registration, and legal consequences of registration of status changes.

A company in a status change – the transferring company reorganizes itself to the effect that it transfers assets and obligations to another company – the recipient company, while its members acquire shares, i.e. stocks in that company.

The acquisition represents a type of status change.

One or more companies may be acquired by another company by transferring all assets and obligations to that company, whereby the acquired company dissolves without undergoing liquidation procedure. Continue reading Decision on the acquisition of company and its legal effect