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§ 478. Right to transformation
- (1)
-
A company may be transformed into a company of a different class. Transformation of a commercial association and transformation into a commercial association shall not be permitted.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- The partners or shareholders of a company being transformed shall become partners or shareholders of the new company.
§ 479. Transformation report
- (1)
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The management board or managing partners of a company being transformed shall prepare a written report (transformation report) which shall explain and justify legally and economically the transformation, including the share exchange ratio and amount of additional payments if additional payments are to be made. Difficulties relating to valuation shall be referred to separately in the report.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- A transformation report need not be prepared if a company being transformed has only one shareholder or if all the partners or shareholders of the company being transformed agree that a transformation report need not be prepared.
§ 480. Transformation resolution
- (1)
- Transformation shall be decided by the partners or shareholders of the company being transformed. A transformation resolution shall be in writing.
- (2)
- A partner or shareholder may demand a copy of the transformation resolution.
- (3)
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A transformation resolution shall set out:
- 1)
- the class of company to be formed as a result of the transformation;
- 2)
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the business name of the company;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 3)
- the share exchange ratio of the partners or shareholders of the company being transformed;
- 4)
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the rights granted to the partners or shareholders of the company, including the holders of preferred shares and convertible bonds;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 5)
- the consequences of the transformation for the employees;
- 6)
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if the company is transformed into a private limited company or public limited company, the amount of share capital.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (4)
- The names of partners or shareholders who oppose the transformation resolution shall be appended to the transformation resolution. Opposition to the transformation resolution shall be confirmed by each partner or shareholder by the signature of the partner or shareholder.
- (5)
- A transformation resolution shall approve the articles of association or partnership agreement of the new company. Upon transformation of the company into a private limited company or public limited company, the members of the management board and, if a supervisory board is to be formed, the members of the supervisory board shall be elected with the adoption of the resolution.
§ 481. Contestation of transformation resolution and compensation for damage
- (1)
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On the petition of a partner, shareholder, or a member of the management board or supervisory board, a court may declare invalid a transformation resolution which is in conflict with the law, the partnership agreement or the articles of association if the request is submitted within one month after the resolution is made.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- A transformation resolution shall not be declared invalid on the basis that the share exchange ratio is fixed too low.
- (3)
- If the share exchange ratio is fixed too low, a partner or shareholder may demand a refund from the new company.
- (4)
- Interest shall be paid on an unpaid refund in an amount provided by law as of entry of the transformation in the commercial register.
§ 482. Application of foundation provisions
The foundation provisions for the class of company being formed upon transformation shall apply to a transformation unless the provisions of this chapter provide otherwise. The partners or shareholders of the company being transformed who vote in favour of the transformation resolution shall be deemed to be the founders.
§ 483. Protection of creditors
- (1)
- The management board or managing partners of a company being transformed shall, within fifteen days after adoption of the transformation resolution, send written notice concerning the transformation to the known creditors of the company who have claims against the company which predate the adoption of the transformation resolution.
- (2)
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The management board or managing partners of the company shall publish two notices concerning the transformation resolution with at least a fifteen day interval in the official publication Ametlikud Teadaanded. The notice shall indicate that creditors are to submit their claims within two months.
(20.06.2000 entered into force 12.07.2000 - RT I 2000, 55, 365)
- (3)
- The company shall guarantee the claims of creditors if they are submitted within two months after publication of the last notice. If a claim is not sufficiently guaranteed, the creditor may demand satisfaction of the claim.
- (4)
- The provisions of this section shall not apply to the transformation of a private limited company or public limited company into a general partnership or limited partnership.
§ 484. (Repealed - 28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 485. Submission of petition to commercial register
- (1)
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The management board of or the partners entitled to represent a company being transformed shall submit a petition for entry of the transformation in the commercial register not earlier than three months after publication of the second transformation notice. The following shall be appended to the petition:
- 1)
- the transformation resolution and the names of the partners or shareholders who oppose it;
- 2)
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the minutes of the meeting of partners or shareholders if the transformation resolution is made at a meeting, or the record of voting of the partners or shareholders;
((28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 3)
- the articles of association of the new company;
- 4)
- the permission for transformation, if required;
- 5)
- the transformation report or the agreements not to prepare one;
- 6)
- the balance sheet taken as the basis for the transformation;
- 7)
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information on and specimen signatures of the members of the management board of or the partners entitled to represent the new company;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 8)
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information on the members of the supervisory board of the new company if a supervisory board is to be formed;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 9)
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references to issues of Ametlikud Teadaanded in which notices specified in subsection 483 (2) of this Code are published.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (2)
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A registrar may enter a transformation in the register only if the balance sheet taken as the basis for the transformation is prepared as at a date not earlier than eight months before submission of the petition to the commercial register. The provisions for preparation and approval of an annual report shall apply to preparation and approval of a balance sheet.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
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If a company is transformed into a private limited company or public limited company, the members of the management board of or the partners entitled to represent the company shall confirm in the petition that the claims of creditors who submitted their claims during the term or who opposed the transformation are guaranteed or satisfied, and that the transformation resolution is not contested, or that a corresponding petition has been denied.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (4)
- If a transformation brings about a change of seat of the company and the company is transferred to another registry jurisdiction, the petition specified in subsection (1) of this section shall be submitted to the registrar of the commercial register of the seat of the new company and to the registrar of the commercial register of the existing seat of the company being transformed. A notation shall be added to the entry made in the commercial register of the existing seat of the company being transformed which indicates that the transformation enters into force as of entry of the new company in the commercial register. The new company may be entered in the commercial register after the transformation is entered in the commercial register of the existing seat of the company being transformed.
- (5)
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If an increase of share capital of the company is decided together with a transformation, documents certifying payment of the share capital shall also be submitted to the commercial register.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 486. Business name of new company
- (1)
- The new company may continue activities under the business name of the company being transformed. The business name shall not use an appendage or abbreviation that refers to the class of company being transformed.
- (2)
- If a partner or shareholder of the company being transformed is a natural person who no longer participates in the new company, the new company may continue to use his or her name in the business name only with the written consent of him or her, or of his or her successors.
§ 487. Legal effect of entry and compensation for damage caused by transformation
- (1)
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A company shall be deemed to be transformed as of entry of the transformation in the commercial register.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- The partners or shareholders of a company being transformed shall become partners or shareholders of the new company as of entry of the transformation in the commercial register, and their shares shall be exchanged for the shares of the new company. The rights of third persons with regard to exchanged shares shall remain valid with regard to the shares of the new company.
- (3)
- If a transformation brings about a change of registry jurisdiction of the company, the company shall be deemed to be transformed as of entry of the new company in the commercial register.
- (4)
- A transformation shall not be contested after its entry in the commercial register.
- (5)
- The members of the management board and supervisory board, or the managing partners of the company being transformed shall be solidarily liable to the company, the partners or shareholders, and their creditors for any damage wrongfully caused by the transformation.
- (6)
- The limitation period for a claim specified in subsection (5) of this section shall be five years from entry of the transformation in the commercial register.
§ 488. Compensation upon transformation
- (1)
- Upon transformation, a partner or shareholder of the company being transformed who opposes the transformation resolution may, within two months after entry of the transformation in the register, demand that the new company acquire the exchanged share or shares of the partner or shareholder for monetary compensation. The amount of monetary compensation shall be equal to the money which the partner or shareholder would have received from the distribution of remaining assets upon liquidation of the company if the company had been liquidated at the time the transformation resolution was made.
- (2)
- The provisions of clauses 162 (2) 2) and 283 (2) 2) of this Code shall not apply to acquisition of shares by a company on the bases specified in subsection (1) of this section.
- (3)
- The names of partners or shareholders who oppose the transformation resolution and who wish to exercise the rights specified in this section shall be appended to the transformation resolution. Opposition to the transformation resolution shall be confirmed by each partner or shareholder by the signature of the partner or shareholder.
- (4)
- If a company is transformed into a general partnership or limited partnership, the compensation specified in subsection (1) of this section may be demanded by a partner who departs from the company.
- (5)
- The new company shall pay interest on compensation in an amount provided by law as of entry of the transformation in the commercial register.
- (6)
- Upon a transformation, a partner or shareholder who opposes the transformation resolution and does not demand compensation may transfer a share or shares within two months after entry of the transformation in the commercial register regardless of the restrictions on disposal provided by law or prescribed by the articles of association.
§ 489. Protection of holders of preferred shares or convertible bonds
- (1)
- If a public limited company is transformed into another class of company, the holders of preferred shares or convertible bonds shall participate in the determination of representation and in voting on the same bases as the shareholders.
- (2)
- Holders of preferred shares or convertible bonds shall acquire shares of the new company on the same bases as shareholders of the public limited company being transformed. Holders of preferred shares or convertible bonds who oppose the transformation resolution may claim compensation pursuant to § 488 of this Code.
§ 490. (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 491. Meaning of contribution
For the purposes of this chapter, the contribution of a partner of a general partnership or limited partnership shall be deemed to be a share.
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