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§ 411. Audit of merger agreement
A shareholder of a merging private limited company may demand an audit of the merger agreement at the expense of the private limited company.
§ 412. Merger resolution
- (1)
- A merger resolution shall be adopted if at least two-thirds of the votes represented at the meeting of shareholders are in favour, and the articles of association do not prescribe a greater majority requirement.
- (2)
- If a merger resolution is made pursuant to the procedure provided for in § 173 of this Code, the resolution shall be adopted if at least two-thirds of the votes of the shareholders are in favour unless the articles of association prescribe a greater majority requirement.
- (3)
- If at least nine-tenths of the share capital of a private limited company or of the share capital of a public limited company being acquired is held by the acquiring private limited company, approval of the merger agreement by a merger resolution of the acquiring private limited company shall not be required for merger. A merger resolution is necessary if this is demanded by shareholders whose shares represent at least one-twentieth of the share capital unless the articles of association prescribe a lower representation requirement. The own shares of the company being acquired shall not be taken into account in the determination of representation.
§ 413. Increase of share capital of acquiring company
- (1)
- Upon an increase of share capital of an acquiring private limited company in connection with merger, other shareholders shall not have the pre-emptive right to the acquisition of shares (§ 193).
- (2)
- In addition to the documents specified in subsection 196 (1) of this Code, notarised copies of the merger agreement and the merger resolutions of the merging companies shall be appended to the petition for entry of the increase of share capital in the commercial register.
§ 414. Transfer of shares upon merger
- (1)
- An acquiring private limited company shall first transfer its own share of the acquiring private limited company to the partners or shareholders of the company being acquired in the exchange of their shares.
- (2)
-
If the own share of an acquiring private limited company is transferred to the partners or shareholders of the company being acquired, it may be divided without observing the provisions of subsections 152 (1) and (2) of this Code.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 415. Admissibility of transfer
If a shareholder who opposes the merger resolution does not demand the compensation specified in subsection 404 (1) of this Code, the shareholder may transfer the share within two months regardless of the restrictions on disposal provided for in subsections 149 (1)-(3) of this Code.
§ 416. Valuation of assets to be transferred
If the acquiring company is a private limited company whose share capital is to be increased in connection with the merger or if a new private limited company is to be founded upon merger, the procedure prescribed for valuation of a non-monetary contribution of a private limited company (§ 143) shall be used to assess whether the assets of the companies being acquired are sufficient for the increase of share capital or for the share capital of the private limited company being founded. Documents certifying the valuation of the assets shall be submitted to the commercial register together with the merger petition.
§ 417. Merger whereby new private limited company founded
- (1)
- The provisions of § 138 shall not apply to a merger of companies whereby a new private limited company is founded.
- (2)
-
Upon a merger whereby a new private limited company is founded, the merger agreement shall, in addition to the provisions of subsections 392 (1) and 405 (4) of this Code, set out the amount of share capital and the members of the management board of the private limited company being founded. If a supervisory board is to be formed, the members of the supervisory board shall also be set out.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
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