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(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 455. Audit of division agreement
A shareholder of a private limited company participating in a division may demand an audit of the division agreement at the expense of the private limited company.
§ 456. Division resolution
- (1)
- A division 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 division 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, and the law or the articles of association do not prescribe a greater majority requirement.
§ 457. Increase of share capital of recipient company
- (1)
- Upon an increase of share capital of a recipient private limited company in connection with a division, 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 division agreement and the division resolutions of the companies participating in the division shall be appended to the petition for entry of the increase of share capital in the commercial register.
§ 458. Transfer of shares upon division
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (1)
-
A recipient private limited company shall first transfer its own share of the recipient private limited company to the partners or shareholders of the company being divided in the exchange of their shares.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
-
If the own share of a recipient private limited company is transferred to the partners or shareholders of the company being divided, 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)
- (3)
- (Repealed - 28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 459. Admissibility of transfer
If a shareholder who opposes the division resolution does not demand the compensation specified in subsection 448 (1) of this Code, the shareholder may transfer a share within two months regardless of the restrictions on disposal provided for in subsections 149 (1)-(3) of this Code.
§ 460. Valuation of assets to be transferred
If a recipient company is a private limited company whose share capital is to be increased in connection with a division or if a new private limited company is to be founded upon a division, the procedure prescribed for valuation of a non-monetary contribution of a private limited company (§ 143) shall be used to assess whether the assets transferred by the company being divided 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 division petition.
§ 461. Division whereby new private limited company founded
- (1)
- The provisions of § 138 of this Code shall not apply to the division of a company whereby a new private limited company is founded.
- (2)
-
Upon a division whereby a new private limited company is founded, the division plan shall, in addition to the provisions of subsections 435 (1) and 449 (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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