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