Division 5 Commercial association as merging company

§ 428. Commercial association as merging company

A commercial association may only merge with a commercial association.

§ 429. Contribution and membership

(1)

For the purposes of this chapter, a contribution to a commercial association shall be deemed to be a share.

(2)

For the purposes of this chapter, a member of a commercial association shall be deemed to be a shareholder.

§ 430. Audit of merger agreement

A member of a merging commercial association may demand an audit of the merger agreement at the expense of the commercial association.

§ 431. Merger resolution

A merger resolution shall be adopted if at least two-thirds of the members who participate in the meeting vote in favour, and the articles of association do not prescribe a greater majority requirement.

§ 432. Valuation of assets to be transferred

The assets to be transferred of a commercial association being acquired shall be valuated pursuant to the procedure prescribed for valuation of a non-monetary contribution of an association (subsection 29 (3) of the Associations Act (RT 1992, 36, 477; RT I 1995, 95, 1513; 1999, 10, 155; 2001, 24, 133). Documents certifying the valuation of the assets shall be submitted to the commercial register.

§ 433. Merger whereby new commercial association founded

Upon a merger whereby a new commercial association is founded, the merger agreement shall, in addition to the provisions of subsections 392 (1) and 405 (4) of this Code, set out the members of the management board of the association being founded.

(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)

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