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Admitting Transformation
Article 261
- (1)
- Any company may be transformed into another type of company, may merge into another company, split into several companies, split off from itself another company or participate in the formation of a new company through consolidation.
- (2)
- The companies shall be liable jointly and severally for obligations arising from the split or splitting off.
- (3)
Procedure for Transformation
Article 262
- (1)
- A company shall be transformed subject to consent by the partners, or a general meeting resolution as the case may be. The consent, or resolution, shall be registered in the commercial register of the seats of the respective companies. The application for registration shall be filed within two months of the resolution.
- (2)
- Upon transformation, the deeds required for the company which is newly formed and the company which is being dissolved shall be filed with the application for registration.
Issue of Permit
Article 262a
Permit for merger or consolidation of companies is issued under conditions and procedure prescribed by a separate law. The court files merger or consolidation in the commercial register after permit is presented in case issue of a permit is compulsory.
Creditors' Security
Article 263
- (1)
- The resolution on consolidation or merger shall be published. Within six months from the date of publication the creditors of the companies concerned may claim payment or security in accordance with their rights. The assets of the dissolved company which have been transferred to the new company, or to the company into which the former company has merged as the case may be, shall be managed separately until the expiration of the six month time period.
- (2)
- The general partners in dissolved companies shall remain liable to creditors for obligations assumed prior to the transformation.
- (3)
- The managers of the new company shall be liable to creditors for the separate management of the assets pursuant to paragraph 1.
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