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Estonia · Law · SE

713

Act on Amending the Commercial Code and Amending Other Acts Related to It (Cross-Border Movement of Business Companies)

avaldatud riigiteatajasEstonia· Riigikogu· ET

Introduced

10 October 2022

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Status

AVALDATUD_RIIGITEATAJAS

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Discovery layer

Source updated

7 December 2022

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Summary

The bill takes over Directive (EU) 2019/2121, which amends Directive (EU) 2017/1132 in relation to cross-border transformations, mergers and divisions of companies. The cross-border merger of private companies and joint-stock companies is also possible according to the current Commercial Code, the draft changes the conditions for this possibility. As new possibilities, cross-border division and cross-border transformation are added to private limited companies entered in the Estonian business register and for joint stock companies. It is not possible for other companies to participate in cross-border movement, including a profit-making cooperative, as well as a company in liquidation, if the distribution of its assets has started, as well as if reorganization or bankruptcy proceedings have been initiated against the company. In the cases and according to the procedure stipulated in the Act on the Cross-Community Involvement of Employees, company employees must be involved in cross-border mergers, divisions and transformations. Cross-border movement, both the cross-border merger existing in the current commercial code and the additional division and transformation, become more legally secure than before. The norms for the protection of the interests of the affected persons (partners, shareholders, creditors, employees) are updated and the registrar's inspection obligation when issuing a certificate of cross-border movement is expanded. The registrar has to monitor the motives of cross-border movement more widely than before, an obligation is also added to cooperate with other relevant authorities when issuing the certificate, in order to minimize the use of cross-border movement for malicious or criminal purposes.

Machine translation from Estonian. The official text remains authoritative.

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29 official files

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