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transformation of companies
The companies may be transformed through acquisition, merger, split, spin-off and divestiture of a sole-owner company, as well as through change of the legal form.
The appointed auditor shall create an audit report to the partners or shareholders of the respective company. When a common auditor has been appointed, they shall prepare a common report for all the companies.
The auditor’s report must contain an assessment as to whether the exchange ratio provided for in the transformation agreement or transformation plan is adequate and reasonable and must indicate:
1. the methods used in determining the exchange ratio;
2. the extent, to which the use of these methods is appropriate and correct in the specific case;
3. the values, obtained upon the use of each method, and the relative significance of each method in determining the value of the shares;
4. any special difficulties during the evaluation.
The auditor shall be liable to all companies involved in the transformation and to their partners and shareholders for any damages caused by any failure of the auditor to perform the obligations thereof.
The transformation agreement shall be concluded by the persons representing the company, in writing, with notarized signatures thereof.
(2) When a draft agreement is prepared, it must be created in writing with notarised signatures of the persons representing each of the transforming and acquiring companies.
(3) The transformation plan shall be created in writing with notarised signatures by the management body of the company or by the managing partners in a personal company.
The management body of each of the transforming and acquiring companies shall create a written report on the transformation. For the personal companies, the report shall be created by the managing partners.
The report under Paragraph 1 shall contain a detailed legal and economic justification of the transformation agreement or transformation plan, especially of the exchange ratio, and, in a split or a spin-off, of the share allocation criterion. The report shall indicate details on the appointed auditor and the authorised depositary under Article 262w,as well as any evaluation difficulties. When the newly incorporated company is a stock company or the capital of the acquiring company is to be increased, the report shall also contain details on the property transferred to this company, based on whichthe amount of the capital shall be determined according to Article 262q, Paragraph 3 and Article 262s, Paragraph 1.