Division 5 Commercial Association as Company Participating in Division

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

§ 472. Commercial association as company participating in division

A commercial association may only divide into commercial associations. Upon separation, the company being divided shall not become a member of the association being separated.

§ 473. 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.

§ 474. Audit of division agreement

A member of a commercial association being divided may demand an audit of the division agreement at the expense of the commercial association.

§ 475. Division resolution

A division 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.

§ 476. Valuation of assets to be transferred

The assets to be transferred of a commercial association being divided 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). Documents certifying the valuation of the assets shall be submitted to the commercial register.

§ 477. Division whereby new commercial association founded

Upon a division whereby a new commercial association is founded, the division agreement shall, in addition to the provisions of subsections 435 (1) and 449 (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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