Page 223 - Albanian law on entrepreuners and companies - text with with commentary
P. 223

2.  Formation  of  a  new  company  to  which  the  whole  assets  of  the  merging
            companies  are  transferred,  in  exchange  for  shares  of  the  new  company  (merger  by
            formation of a new company).

                                          CHAPTER I
                                  MERGERS BY ACQUISITION

                                          Article 216
                              Merger Agreement and Merger Report 217
                 (1) The legal representatives of the companies which take part in the merger shall
            draw up an agreement in writing. The agreement shall specify at least:
                 a) the type, name and registered office of each of the merging companies;
                 b) the share exchange ratio and the amount of any cash payment;
                 c) the terms relating to the allotment of shares in the acquiring company;
                 ç) the date from which the holding of such shares entitles the holders to participate
            in profits and any special conditions affecting that entitlement;
                 d) the date from which the transactions of the company being acquired shall be
            treated for accounting purposes as being those of the acquiring company;
                 dh)  the  rights  conferred  by  the  acquiring  company  on  the  holders  of  shares  to
            which special rights are attached and the holders of securities other than shares, or the
            measures proposed concerning them;
                 e) any special advantage granted to Managing Directors, members of the Board of
            Directors or Supervisory Board or independent experts.
                 ë) the consequences of the merger for employees and their representatives and the
            measures proposed concerning them.
                 (2) The legal representatives  of each of the  merging companies shall  draw up  a
            detailed report explaining the merger agreement and setting out the legal and economic
            grounds for it, in particular the share exchange ratio. The report shall also describe any
            special valuation difficulties which have arisen. The report must also set out the impact
            that the merger will have on the employees of the companies involved.
                 (3) The merger agreement and the report required by paragraph 2 as well as the
            annual  statements  and  performance  reports  of  the  last  three  business  years  shall  be
            submitted to the National Registration Centre for registration and publication  and be
            placed, if applicable, on companies’ websites at least one month before the date fixed for
            the General Meeting which is to decide thereon as referred to in Article 218.
                 (4) Companies that fulfil the requirement of paragraph 3 of Article 214, but that
            have been registered for less than three years shall submit the documentation required
            under par 3 of this Article only with respect the years of their registration.


            217  Amended by Law No. 129/2014, Article 35.
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