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In accordance with the decision of the Parliament:
This law shall apply to all limited companies registered under Finnish law, unless otherwise provided for in this Act or by any other law. The share company may be private ( Private limited company ) Or public ( Public limited liability company ).
The securities of a private limited company shall not be admitted to trading under the law on trading in financial instruments (19/08/2012) To a regulated market within the meaning of the Directive. (14.12.2012/756)
The share company shall be a separate legal entity from its shareholders, which shall be generated by the registration.
Shareholders are not personally responsible for the company's obligations. However, the articles of association may impose an obligation on the shareholder to make special payments to the company.
The company has share capital. The minimum share capital of a private limited company is eur 2 500 and a public limited company of eur 80 000.
The company's assets may be allocated only as provided for in this Act.
The stock may, without restriction, be disposed of and acquired unless otherwise specified in the articles of association.
The purpose of the company's activities is to generate profits for the shareholders, unless otherwise specified in the articles of association.
Shareholders make use of their quorum at the general meeting. Decisions shall be taken by a majority of the votes cast, unless otherwise provided for in this Act or in the articles of association.
All shares will produce equal rights for the company unless otherwise specified in the articles of association. The General Meeting, the Board of Directors, the Executive Director or the Management Board shall not take a decision or take any other measure which is likely to produce a shareholder or any other unfair advantage at the expense of the company or another shareholder.
The company's management must carefully promote the company's interests.
Shareholders can determine the operation of the company in the company order. The articles of association shall not be subject to a provision which is contrary to this law or any other provision of law or good practice.
The establishment of a company shall be the subject of a written Treaty signed by all the shareholders.
By signing the Treaty, the shareholder is a shareholder in the Treaty. The marking shall not be withdrawn after all shares are marked, unless otherwise agreed.
The term of office of the members and auditors shall start from the signing of the Treaty.
The Treaty shall always include:
1) the date of the contract;
(2) all shareholders and shares subscribed by each of them;
3) the amount to be paid to the company ( Labelling price );
4) the payment period for the share; and
5. Members of the board of directors.
(13.4.2007)The articles of association referred to in Article 3 shall be included or annexed to the Treaty. The order shall be laid down either in the Treaty or in the articles of association.
The Treaty shall also include, where appropriate, the managing director of the company, the members of the Management Board and the auditors. The Treaty may designate the Chairperson of the Board of Directors and the Management Board. (13.4.2007)
The company shall always mention the company:
(1) the trade name;
(2) the municipality of Finland as a home; and
3) sector.
If the company intends to use two or more of its activities, each denomination shall be indicated in the articles of association.
The amendments to the Articles of Association are laid down in Chapter 5.
A decree of the Ministry of Justice may provide for the organisation of a public limited company.
The subscription price of a share shall be entered in the share capital, unless it is provided for in the Treaty or in the articles of association as a significant part of the equity fund or in the accounting law (136/1997) Otherwise specified.
The earmarking price paid in money shall be paid into an account held by a branch of a foreign credit institution which is eligible for the receipt of a company's deposit bank or deposit, or a foreign credit institution which is entitled to a deposit.
If the subscription price is paid in whole or in part by other assets ( Apporttie ), the assets must at the time of delivery have at least the corresponding financial value for the company. A commitment to perform a job or service cannot be an apportionment.
The payment of an apportionment shall be laid down in the Treaty. In addition, the Treaty shall contain a statement identifying the apportionment assets and the fee to be paid, as well as a description of the factors affecting the valuation of the assets and the valuation of assets. If the provisions of this paragraph have not been complied with, the meaner shall have the obligation to show that the property had an equivalent economic value for the company. The missing amount must be paid to the company in cash.
If the price of the subscription is paid under the same conditions that the company acquires assets for consideration, the purchase shall be subject to the payment of the payment by the apports.
The Board of Directors may state the confiscation of the right to a share if the subscription price plus interest on late payment has not been paid out, and the government has not given the signer more time. In this case, the Board of Directors may issue the right of labelling to another person.
The person whose entitlement has been found to have been lost pursuant to paragraph 1 shall be obliged to pay the company, in addition to the possible collection costs, as compensation for the marking of a tenth of the share.
The company shall be notified to be registered within three months of the date of signature of the Treaty or the establishment of the company shall lapse. Details of registration are provided for in the trade register (129/1979) .
Only shares which have been fully paid may be declared to be registered. (247,2009/585)
The company may be registered with the registration authority:
(1) the assurance that the company's establishment has complied with the provisions of this law; and
(2) a certificate by the company's auditors that the provisions of this Act have been complied with; if, according to the law or the articles of association, there is no obligation to choose an auditor, the payment of the shares must be provided further.
(247,2009/585)In addition, if the share has been paid in the form of an apportionment, the registration declaration shall always be accompanied by an auditor's opinion on the report referred to in Article 6 (2) and whether or not the property had at least the corresponding financial value for the company. (13.4.2007)
The company is born with registration. Obligations resulting from the action taken after the signature of the Treaty or by the Treaty, not more than one year before the signature of the Treaty, shall be transferred to the company.
After registration, the shareholder, after registration, cannot rely on the fact that the condition relating to the establishment has not been fulfilled.
Before being registered, the company cannot acquire rights or enter into commitments or be a party to a court or other authority.
On behalf of the company, before it was registered, the company was jointly and severally liable. In the cases referred to in Article 9 (1), the liability shall be transferred to the company when the company is registered.
The Board of Directors and the Executive Director may, without personal responsibility, exercise the power of speech on matters relating to the establishment of the company and take action to obtain payment of the shares.
If the company's contractual partner knew that the company was not registered, he or she may, unless otherwise agreed, waive the contract with the company if the registration of the company has not been established within the time limit laid down in Article 8 (1) or if: Registration has been refused. If the contractor did not know that the company had not been registered, he or she may waive the contract until the company is registered.
The establishment of a company shall lapse unless the company has been notified to register within the period laid down in Article 8 (1) or if the registration is refused.
In the event of a lapse in the establishment, the Board of Directors and the Executive Director shall be responsible for returning the amount paid and the return on the shares subscribed jointly and severally to the shareholders. The normal costs of the measures referred to in Article 10 (3) may be deducted from the amount to be returned.
The Treaty establishing a public limited liability company shall mention the costs incurred by the company or the maximum amount thereof, and any specific advantages that may arise for the shareholders who have signed the Treaty.
Where, pursuant to a provision of the Treaty referred to in Article 6, a public limited liability company acquires assets from the signatory to the Treaty within two years of the registration of the company, which is at least one tenth of the The acquisition shall be submitted to the general meeting for the approval of the general meeting of the company's share capital, and the acquisition does not fall within the ordinary business of the company or in the public trade in securities.
The Annual General Meeting shall disclose the corresponding statement of the assets acquired and the remuneration paid in accordance with Article 6 (2) and the opinion of the auditor on the report and whether or not the value of the assets acquired is at least equal to the amount of Consideration. The decision of the General Meeting shall be notified to be registered within six months of the general meeting. The register shall be accompanied by a statement and an opinion. (13.4.2007)
All shares in the company produce equal rights. However, the articles of association may stipulate that there is, or may be, shares in a company with different rights or obligations. In this case, the statutes shall indicate the differences between the shares.
The different types are the shares which:
(1) differ from one another with regard to the distribution of the voting rights of the share or of the company's assets; or
(2) otherwise specified in the articles of association.
The articles of association may lay down the conditions and the procedure for converting shares into a different species ( Conversion clause ). The conversion shall be declared to be registered without delay. The conversion shall enter into force once the notification is registered.
The beneficiary shall not have the right to exercise the rights of the shareholder in the company before he has been entered in the list of shares referred to in Article 15 (1) or has informed the company and has provided a reliable explanation for it. However, this does not apply to the acquisition of shares by means of a share book, a ticket or a special certificate issued by the company. The value of the shares in the value system is subject to the provisions of Section 2 of Chapter 4.
If a lot of the shares are jointly owned, they can only exercise the rights of the shareholder through the joint representative.
A stock belonging to the company itself does not confer rights on the company.
The stock will produce one vote on all matters dealt with at the general meeting. However, the articles of association may stipulate that the shares have an insular number of votes.
In addition, the articles of association may stipulate that the share does not give rise to any voting rights or does not justify a vote in some of the matters dealt with at the general meeting. The order may, in respect of each of the cases dealt with by the general meeting, be limited to part of the company's shares.
Unless otherwise specified in the articles of association:
(1) the shares referred to in Article 3 (2) shall, with the exception of the right to vote, produce all other rights relating to the shares;
(2) The share referred to in Article 3 (2) provides the right to vote in all cases where, according to the articles of association, any dividend or other free own capital is not paid after eight months after the end of the financial year. Of the end; and
(3) in the case where the part referred to in Article 3 (2) does not confer voting rights, the share shall not be taken into account in the calculation of the majority required by the decision of the general meeting.
If the share referred to in Article 3 (2) produces the items to be considered by the shareholders' part of the general meeting, the articles of association shall determine how the share is taken into account for the purposes of Article 1 of Chapter 18 on the redemption of minority shares. For the calculation of the vote.
On the establishment of a share of a company and a significant amount of shares in share capital ( Accounting countervalue ) Article 4 of Chapter 2, Article 6 (1) and Article 7 (1) of Chapter 10. The equivalent of an accounting value may be different in different shares.
The company order may determine the nominal value of the company's shares. In such cases all shares of the company shall have the same face value.
If the shares of the company have a nominal value, when the company is set up, the share capital must be at least equal to the nominal amount for each share. Similarly, when new shares are given in the form of shares or on the basis of options, share capital must be increased by the amount of at least the nominal value of the shares to be issued. The share capital shall not be reduced in such a way that it is less than the nominal value of the shares.
The articles of association may restrict the right to surrender and acquire a share only in accordance with Articles 7 and 8.
The articles of association may stipulate that the shareholder, the company or any other person shall have the right to redeem the part of the owner other than that of the company. The redemption clause shall provide for the rights of redemption and the extent to which the mutual privilege of redemption is determined.
Unless otherwise specified in the articles of association, the redemption shall respect the following:
(1) the right to redemption applies to all kinds of recoveries;
(2) the shares covered by the same harvest must all be redeemed;
(3) the redemption price is the fair price of the share in which, in the absence of any other explanation, the price agreed in the provision for consideration is deemed to have been agreed;
(4) the government shall notify the transfer of the share to the person who has the right to redeem the share, in writing or in the form of an invitation to the general meeting within one month of the notification to the government of the transfer of the share;
(5) the claim for redemption must be presented to the company or the beneficiary of the right to claim redemption within two months of the notification to the Board of the transfer; and
(6) the redemption price shall be carried out within one month of the end of the period referred to in paragraph 5, or, where the redemption price is not fixed, the fixing of the redemption price.
The dates referred to in paragraph 2 (4) to (6) shall not be extended by the articles of association.
Before finding out whether the right of redemption is used, the company is not entitled to any other equity in the company than the right to a share in the distribution of funds and the privilege of obtaining it. The rights and obligations arising from access shall be passed on to the person exercising his right to claim.
The company can claim the share only with distributable assets. The decision on redemption in the company shall be governed by Article 10 (2) of Chapter 15.
The articles of association may stipulate that the acquisition of a share is subject to the consent of the company. However, this provision does not apply to a share acquired in the event of a sale or a bankruptcy.
The Government shall decide whether to give consent unless otherwise specified in the articles of association. The articles of association may be subject to the conditions for granting consent. If the same recovery has acquired several shares, the issue of consent must be resolved for all of them in the same way, unless otherwise specified in the statutes.
If, within two months of the receipt of the application, the applicant has not been informed in writing of the agreement on the agreement, the consent shall be deemed to have been given.
Prior to granting consent, the transferee does not have any other right under the company, other than the right for the distribution of funds and the privilege of obtaining a share. A share obtained under the privilege, without the consent of the company, does not give rise to that right.
The Board of Directors may issue shares in the shares of the company if the shares are not connected to the CIT scheme. However, the file shall not be issued until the company and the stock are registered. The stock book may be issued only to a shareholder subscribed to the list of shares.
At the request of the shareholder, the Board of Directors shall, at the request of the shareholder, be required to supply the shares of the shares. In addition, at the request of the shareholder, the Board of Directors shall provide for the reimbursement of the costs of the company, the distribution of the share book or the combination of shares or any other change in the case of shares in the same class.
The stock book may only be placed on a designated person.
The book shall contain:
(1) the company's business name and the company and community symbol;
(2) the order numbers of the shares or the number of shares and the serial number of the share book;
(3) the type of shares in the case where a company can have different shares at the time of issuance of a book of shares; and
(4) an indication of an obligation under Article 2 (2) of Chapter 1 to make special payments to the company, a conversion clause pursuant to Article 1 (3), the redemption clause in Article 7 and the consent clause in Article 8, and 15 In the case of acquisitions or redemption in accordance with Article 10 of Chapter 10, if any of these are in accordance with the articles of association.
The stock book shall be dated and signed by the government or government authorised by the government. The signature may be printed or otherwise made in a comparable way.
A relevant marking shall be made without delay when:
1) the stock shall be cancelled;
(2) funds are allocated or shares issued against the submission of a share book; or
3) The certificate referred to in Article 12 (2) shall be issued against the submission of a book of shares.
If the share book is issued instead of a book of immortals, it shall be mentioned in the book of shares.
Before issuing a share book, the company may issue a certificate relating to the right to one or more shares and which contains a condition for issuing a share book only against the return of the certificate ( Provisional certificate ). The certificate shall be imprinted on request for payment of the shares. By the way, the certificate is valid, as provided for in Article 10.
The company may issue a certificate of subscription to the public ( Share-certificate ) Or the right of option ( Optic certificate ) Or any other attestation of equivalent law which contains a condition for the exercise of the right only to return the certificate. The certificate shall include the terms and conditions of the use of the shares or other rights. The signature of the certificate is valid, as provided for in Article 10 (3).
The share of the shares or the distribution of funds may also be effected through the use of shares or dividends included in the stock certificates. The use of share antiquities shall not be issued with regard to the sale of shares.
If the certificate of shares, the Interim Certificate or the certificate referred to in Article 12 (2), as referred to in Article 12 (2), shall be subject to the same provisions as Articles 13, 14 and 22 of the 622/1947 Provides for the designated person or the bearer bonds issued to him. The holder of a stock book or Interim Certificate, which, according to the label of the company's document, is a shareholder in the list of shares, shall be treated in the same way as the debt book required under Article 13 (2) of the Loan Act. The court of law. For the certificate referred to in Article 12 (2) of this Chapter, which is not assigned to a designated person, the provisions of Articles 13, 14 and 22 of the promissory note shall apply to bearer bonds.
Articles 13, 14 and 22 of the promissory note shall be subject to the provisions of Articles 13, 14 and 22 of the Agreement on bearer bonds after the decision on the issue of shares has been taken. However, if the share price is acquired in conjunction with the share book, the recipient has no better right to do so than the share book. Article 14 of the Debt Code does not apply if the share antiticket has been separated from the share book prior to the decision on shares.
The single column is governed by Articles 24 and 25 of the promissory note.
Where, under this law, a statement of shares is required by this Act, the company may refuse the right of the shares to obtain funds from the company and obtain the right to share the shares until such time as the document is issued for the purposes of marking. The company may also do so if the share book is to be exchanged for the conversion of a share referred to in Article 1 (3).
If the shares in the company are not connected to the value-share system, the Board of Directors shall keep a list ( List of shares ). The list shall be entered in the numerical order, the date of issue and the name and address of the shareholder. The list of shares shall be the type of each share if there are different types of shares in the company, and any other differences in the rights and obligations of the shares. In addition, in the absence of a share book, the list of shares shall be marked by a bank or other equivalent right which has been notified to the company.
The list of shareholders under the list of shares shall be kept in an alphabetical list ( List of shareholders ), which shall include the name and address of the shareholder and the number of shares in each shareholder by the shareholder.
The list of shares and the shareholder list shall be drawn up without delay after the establishment of the company. These lists must be kept in a reliable manner.
The amount notified to the company by the beneficiary company and the other notified to the company listed in the list of shares shall be entered on the list of shareholders and on the list of shareholders without delay. Prior to the entry, a reliable statement shall be submitted for the provision of a financial transaction tax. The marking must be dated. However, where the stock is subject to the right of redemption as referred to in Article 7, or if the consent for the acquisition of the share referred to in Article 8 is required, the entry shall not be made until it has become clear that the right to redemption is not or before consent Is given.
If the final disposal of the share is entered in a share book or on a temporary certificate, the name of the new shareholder shall be entered in the share book or the provisional certificate before the acknowledgement is entered in the lists. A certificate must be written to the company on the list of shareholders and the date on which it is to be registered.
If there is only one shareholder in the company, the shareholding is immediately and no later than two months after the date of notification of the sag to be entered in the list of shareholders and the list of shareholders.
The list of shares and the shareholders' list shall be kept at the company's head office for all to see.
Everyone has the right to bear the costs of the company after having received a copy of the list of shares and the list of shareholders or parts thereof.
On the company's share of shares in the CIS and Settlement Law (12/09/2012) Shall be governed by the articles of association.
The beneficiary of a sub-share scheme shall not have the right to exercise the rights of the shareholder in the company before he is entered in the shareholder list referred to in Article 3. The exercise of the rights of the registered shareholder is governed by Article 1 (2) of Chapter 8 of the Law on Sharing and Settlement Systems. (14.12.2012/756)
The right to participate in the general meeting is limited to the shareholder, which is eight working days before the general meeting ( General meeting Reconciliation day ) As entered in the shareholder list. In addition, the owner of a registered share may be temporarily included in a shareholder list for the purposes of participation in the general meeting if, on the basis of the shares, the shareholder has the right to be listed on the shareholders' list On the day of reconciliation. Notification of the temporary indication shall be made at the latest at the time of the notice of the general meeting, which shall be after the date of the reconciliation of the general meeting. The changes which have occurred after the date of the reconciliation of the general meeting are not affected by the right to participate in the general meeting or to the shareholder's votes. (247,2009/585)
A right to obtain a performance from the company in the allocation of funds, the right to have shares or any other equivalent right is the one to which the share belongs on the balance sheet date specified in the allocation of funds, share issues or other decisions. The decision on the redemption of shares may also provide for a reconciliation date. Unless otherwise specified in the share-payment decision, in the case of a payment in the form of a payment, the right to labelling shall be recorded at the start of the subscription to the relevant book-entry account and the share of the free share in the free form shall be recorded directly in the relevant book-entry account.
In the central securities depository, the shares and their owners shall be held in the central securities depository by means of automatic data processing of the shareholder list, including the name of the shareholder or the manager of the management registration, the identification number, or Other identification, contact, payment and tax information, number of shares per share of shares, and the accounting officer in whose value-cooperative account is accounted for. (14.12.2012/756)
For the purposes of the temporary entry referred to in Article 2 (2), the name and address of the shareholder shall be indicated, the number of shares in the list of shares by the participating classes and the individual information specified in the CSD rules, Which should be given in accordance with the Article 3 (2) of the The identification code referred to in paragraph 2.
In the event of a company being set up or when new shares are given by the company which has the right to a share, it shall be entered on a separate list instead of a shareholder list ( Waiting list ) until the company and the stock are registered. An indication of the payment for the share shall be entered in the list by the beneficiary of the share.
Where the stock is subject to the right of redemption within the meaning of Section 7 of Chapter 3, or if the consent for the acquisition of a share referred to in Section 8 of Chapter 3 is required, the amount indicated on the list of shareholders shall be significant instead of the list of shareholders On the waiting list until it has become clear that the right of redemption is not or until consent has been given. For such shares, Article 7 (4) and Article 8 (4) of Chapter 3 shall apply.
Everyone has the right of access to the list of shareholders and the waiting list at the central securities depository and, if the company has a terminal connection to the central securities depository, the company's head office. A copy of the list or part of the waiting list or part thereof shall be made under the conditions laid down in Chapter 3, Article 17 (2). The provisions of this paragraph shall apply to the list of shareholders in accordance with the date referred to in Article 2 (2) of this Chapter until the end of the general meeting.
Paragraph 1 shall not apply, however, to the identity, payment or tax information or to the trade account the shares issued by the shareholder to sell are recorded. As regards the value-share account held by the accounting officer in the care of the accounting officer, the value-of-equity account is provided for in Section 3 of Chapter 8 of the Law on Sharing and Settlement Systems. (14.12.2012/756)
In the decision of the General Meeting, which amends the articles of association by taking the order referred to in Article 1 of the company's shares in the value-share system, it is necessary to specify the time within which the shares will be attached to the value-share system ( Reporting time ) or an authorised government to decide on it. The registration and registration decision shall be notified to the registration document without delay.
No later than three months before the end of the reporting period, the company shall notify the shareholders of the decision referred to in Article 6. In this case, instructions must also be given on how the shareholder, or the person in possession of the share book, must proceed in order to obtain the right to a timeshare account, as well as how other rights to the shares can be recorded.
The notification shall be submitted as requested by the General Meeting. In addition, the notification shall be sent in writing in writing to each shareholder whose name and address are known to the company and published in the Official Journal. The notification and instructions shall also be sent to the CSD and the accounting officer. (14.12.2012/756)
The rules of the CSD may, where appropriate, specify a procedure under paragraphs 1 and 2.
Where the decision referred to in Article 6 is registered and the period of registration has commenced, the shareholder may require the registration of the accounting officer. The right shall be recorded in a manner acceptable to the CSD where the link between each share in the book entry account may be settled. If a share book has been issued, the shareholder has to hand it over to the accounting officer who is required to imprint the share of the shares in the book-entry system.
The holder and the other rightholder may declare their rights to be entered in the shareholder's book-entry account. If the shareholder does not have a value-share account and the applicant presents the necessary report of his/her right to an accounting officer, he shall open a book-entry account to the name of the shareholder to which the shareholder's right is to be recorded. In this case, the deposit may be settled without the written consent of the account holder.
Where the period of registration has expired, the rights of the shareholder in the company cannot be exercised unless the right is enshrined in the book-entry system within the meaning of Article 8.
At the latest at the end of the reporting period, the CSD shall open a common book of values to the name of the company, on behalf of the shareholders whose registration is not required within the reporting period.
If the registration referred to in Article 8 has not been required, even if 10 years have elapsed since the date of expiry of the notification period, the general meeting may decide that the entitlement to a share of the shares and the rights derived therefrom shall be lost. The shares which have been lost shall be subject to the provisions relating to own shares held by the company.
At the same time, the decision of the General Meeting to amend the articles of association by deleting the provision in Article 1 of the company's shares in the book-entry system must at the same time determine the date on which the shares are removed from the CIT system; or Authorised by the government to decide. The decision to delete and date shall be notified to the registration document without delay.
No later than three months before the withdrawal, the company shall inform the shareholders of the decision. The notification shall apply to the provisions of Article 7 (2) and (3).
When the shares are removed from the value-share system, the company shall, without delay, draw up the list of shares referred to in Article 15 of Chapter 3 and the list of shareholders on the basis of the lists of values retained in the book-entry system and, where appropriate, the earlier list of shares.
The issue of the licences shall be subject to the provisions of Article 9 of Chapter 3. If, according to the terms of the equity account, the shares account is the subject of a lien, a forecluse or a security measure, the share may not be removed from the value-entry system while not giving the holder or the holder concerned To the enforcement authority.
Shareholders make use of their quorum at the general meeting.
Without prejudice to the general meeting, the shareholders may, acting unanimously, decide on a matter falling within the general meeting. The decision shall be recorded, dated, numbered and signed. If there is more than one shareholder in the company, at least two of them shall be signed. The written decision shall, by the way, apply to the minutes of the general meeting.
The stock exchange company For the purposes of this Chapter, a limited liability company whose share is traded on a regulated market within the meaning of the Law on trade in financial instruments.
The General Meeting shall decide on matters falling under this Act. The articles of association may stipulate that the General Meeting shall decide on a matter falling within the general competence of the Executive Director and the Government.
Section 7 of Chapter 6 provides for the general competence of the Board of Directors and the Executive Director to be decided by the general meeting. In an individual case, shareholders may, in an individual case, take a decision on a matter falling within the general competence of the Board of Directors or the Executive Director.
The Annual General Meeting shall be held within six months of the end of the financial year.
The Annual General Meeting shall decide:
(1) the consolidation of the annual accounts, including the consolidation of consolidated financial statements;
2) the use of the proceeds of the balance sheet;
(3) discharge for the members of the Board of Directors, the members of the Management Board and the Executive Director;
(4) the election of the Board of Directors and the members of the Board of Directors and the auditor, unless otherwise specified in this law or in the articles of association; and
(5) in accordance with the other Articles of Association, the matters dealt with at the Annual General Meeting.
An additional general meeting shall be held if:
(1) the articles of association so provide;
(2) the Government considers that this is warranted;
(3) the shareholder or the auditor shall require it in accordance with Article 4; or
(4) Whereas the Board of Directors considers it appropriate and, according to the articles of association, has the right to decide on the holding of an extraordinary general meeting.
An additional general meeting shall be held if an auditor or a shareholder who has a smaller part of all shares in a total of one tenth or the general order required it in writing to deal with a particular case. The call for meetings is held in a private limited liability company for two weeks and a public limited company within one month of the date of arrival.
The shareholder shall have the right to submit a case to the General Meeting pursuant to this law to the general meeting if he/she requests it in writing from the Government in such a timely manner that it may be included in the meeting.
In the case of the stock exchange company, the requirement shall always be deemed to have been sufficiently timely if the government has been informed of the requirement not later than four weeks before the invitation to the meeting. (247,2009/585)
Every shareholder has the right to participate in the general meeting.
In accordance with Section 2 (1) of Chapter 3, participation is conditional on the shareholder being listed on the list of shares or having communicated to the company and providing a reliable explanation for it. Participation in a company belonging to a value-share system shall require the shareholder to be entered in the shareholder list as provided for in Article 2 (2) of Chapter 4.
The provisions of Chapter 4, Article 2 (2) shall apply to the stock exchange company whose shares are not connected to the CIT scheme. In the case of shares held in the same way as those retained for the purposes of registration, the participation of the shareholder in the general meeting shall be subject to the condition that the shareholder has been notified on a temporary basis in order to participate in the general meeting of shareholders In the same way as provided for in that paragraph.
In the order of business, the participation of a shareholder in a general meeting may be made subject to registration to the company no later than 10 days before the date of the meeting. The final date of registration shall be mentioned in the notice of the meeting.
If the shares of the company are connected to the value-share system, the owner of the registered share shall be deemed to have entered the general meeting if, in accordance with Article 2 (2) of Chapter 4, he has been temporarily declared to be significant The list of shareholders. Where a shareholder participates in a general meeting through several agents, the disclosure shall include the shares in respect of which each agent represents the shareholder. (247,2009/585)
The shareholder may exercise his/her right to a general meeting through an agent. The document shall be presented by the client or, in an otherwise reliable manner, shall prove to be entitled to represent the shareholder. The authorisation shall apply to one meeting, unless otherwise specified in the mandate.
The shareholder and his agent shall have an assistant at the meeting.
The stockholder of the stock exchange company may have several agents representing the shareholder with shares in different securities accounts. (247,2009/585)
A client's right to represent a number of shareholders shall not be restricted. (247,2009/585)
The company or its subsidiary shall not be able to participate in the general meeting. In addition, such a share shall not be taken into account when a qualified decision or the exercise of a given right is required for the consent or consent of all shareholders of the shareholders who have a share of the company's shares.
The Board of Directors and the Management Board and the Executive Director shall have the right to be present at the general meeting, unless the general meeting of shareholders decides otherwise. The Board of Directors, the Board of Directors and the Executive Director shall ensure that Question Time as referred to in Article 25 of the shareholder can be achieved. The statutory auditor's attendance at the general meeting shall be governed by the law of auditors (17/01/2015) . The General Meeting may also allow the presence of other persons at the general meeting.
L to 1147/2015 Article 10 enters into force on 1 January 2016. The previous wording reads:
The Board of Directors and the Management Board and the Executive Director shall have the right to be present at the general meeting, unless the general meeting of shareholders decides otherwise. The Board of Directors, the Board of Directors and the Executive Director shall ensure that Question Time as referred to in Article 25 of the shareholder can be achieved. The statutory auditor's attendance at the general meeting shall be governed by the law of auditors (209/2007) . The General Meeting may also allow the presence of other persons at the general meeting.
The General Meeting may decide only on a matter which has been mentioned in the notice of the meeting or which, according to the articles of association, has to be dealt with at the meeting. However, the general meeting of shareholders must always decide on the matters referred to in Article 3 (2) and may decide on the choice of the auditor referred to in Article 5 of Chapter 7 and deal with the proposal referred to in Section 7 of Chapter 7. The imposition of an inspection.
Without prejudice to paragraph 1, the General Meeting may decide to convene a new meeting or to postpone the meeting.
Everyone at the general meeting shall vote on the full voting rights of the shares they represent unless otherwise specified in the articles of association.
Unless otherwise specified in the statutes, the shareholder of the stock exchange company may vote differently in different shares. (247,2009/585)
The Annual General Meeting shall not take a decision contrary to the principle of equality referred to in Article 7 of Chapter 1.
The shareholder, or his agent, shall not be allowed to vote on a case concerning an action against a shareholder himself or for exemption from liability or any other obligation towards the company. Furthermore, the shareholder, or his agent, shall not be allowed to vote on an action against another person or for his exemption from the obligation if the shareholder has an essential interest in the matter, which may be contrary to the With the company's interests.
Paragraph 1 shall not apply where all the shareholders of the company are aesthetic.
A decision not followed by the provisions of this law relating to the procedure or the provisions of the Statutes shall be taken only if the shareholders who are affected give their consent.
The general meeting shall be held at the seat of the company, unless the articles of association are ordered from another place. The meeting can be held in other places for very serious reasons.
The articles of association may stipulate that the meeting may take place by means of a postal or telecommunications connection or any other technical assistance instrument. The Board of Directors may also decide, unless otherwise specified in the articles of association. It is required that the right of participation and the accuracy of the counting of votes can be clarified in a manner comparable to those of the ordinary general meeting. In such cases, the invitation to the meeting shall mention the possibility of participation referred to in this paragraph, the conditions for using it, any restrictions on the exercise of the exercise of the right of speech by the shareholder, and the Procedure. (247,2009/585)
The board is calling the general meeting. However, the articles of association may stipulate that the General Board shall be convened by the Board of Directors.
If the general meeting is not convened, even if the call is made under the law, the statutes or the general meeting, or where there is a substantial breach of the provisions or provisions in force at the invitation of the meeting, the Regional Administrative Agency shall: Upon application by the Board of Directors or a member of the Management Board, the Executive Director, the auditor or a shareholder, entitling the applicant to convene a meeting at the expense of the company. The decision of the Regional Administrative Agency may be implemented without legal force.
The meeting shall include the name of the company, the time and place of the meeting and the items to be discussed at the meeting. If the meeting deals with the amendment of the Statutes, the invitation shall indicate the main content of the amendment.
Specific provisions concerning the content of the meeting shall be:
(1) Article 7 on the notification;
(2) Article 16 (2) on the use of the technical device;
(3) Article 19 (3) of the second meeting;
4. In Article 4 (2) of Chapter 9 on shares;
(5) Article 5 (3) of Chapter 15 on the redemption of share capital;
(6) Article 6 (3) of Chapter 15 on the acquisition and redemption of own shares and Article 9 (3) of Chapter 15 on the pooling of shares;
(7) Chapter 16, Article 10 (2) of the merger; and
8) in Article 10 (2) of Chapter 17.
The invitation to the company meeting of the trading company shall also include:
(1) the conditions under which the shareholder is entitled to participate in the general meeting pursuant to Article 2 (2) of Chapter 4 and Articles 6 and 7 of this Chapter;
(2) the conditions under which the shareholder is entitled to participate in the general meeting, through the Ombudsman, in accordance with Article 8;
(3) the shareholder's right of access referred to in Article 25;
(4) the total number of shares of the company and the total number of votes per share of shares at the time of convening the general meeting;
(5) Internet sites where the information on the general meeting provided for in this Act and the Securities and Markets Authority is available.
(247,2009/585)The call for meetings shall be submitted no earlier than two months and no later than one week before the general meeting, the last date of registration in accordance with Article 7 or the general meeting of shareholders in accordance with Article 2 (2) of Chapter 4 The day of reconciliation. However, in a public limited company, the invitation may be submitted no earlier than three months before the date indicated above. (247,2009/585)
The specific provisions relating to the calling time shall be:
(1) Article 24 (3) of the subsequent meeting;
(2) Article 10 (1) of Chapter 16 on the merger;
(3) Article 10 (1) of Chapter 17 on division; and
4. In Article 3 (2) of Chapter 20 on liquidation.
Where, according to the articles of association, the validity of a decision is conditional on the adoption of a decision at two general meetings, the latter meeting shall not be convened until the first meeting has been held. The invitation shall state the decision taken at the last meeting.
The stock exchange company shall submit an invitation to the general meeting no later than three weeks before the general meeting. However, at least nine days before the date of the general meeting referred to in Article 2 (2) of Chapter 4, the notice of the General Meeting shall be transmitted. (22/12/98)
Any shareholder whose address is known to the company shall send a written notice, unless otherwise specified in the articles of association.
In addition to what is laid down in the articles of association, each shareholder, whose address is known to the company, shall send a written invitation in the event of the meeting on the amendment of the Articles of Association within the meaning of Article 29. The corresponding provisions of the written invitation shall be:
(1) Article 10 (2) of Chapter 16 on the merger of the merging company;
(2) Article 10 (2) of Chapter 17 on the distribution of the distribution company; and
3) Article 3 (2) of Chapter 20 concerning the liquidation of the company and Article 18 (1) of Chapter 20 on the extension of liquidation.
Proposals for decisions and, in the case of accounts, annual accounts, annual activity report and audit report shall, for a period of at least one week before the meeting, be held to be seen by the shareholders in the company headquarters or on the website, and Shall be submitted to the general meeting. The meeting documents shall be sent without delay to the requesting shareholder if the documents cannot be downloaded and printed on the company's website. (26.08.2010)
If the decision concerns the issuing of shares, the granting of special rights to the stock market or other equity, the increase in the share capital fund, the allocation of dividend, the distribution of the free equity fund, the reduction of share capital, equity capital, Or the liquidation of the company, or the liquidation of the company, and the financial statements referred to in paragraph 1 shall also apply to:
(1) the last annual accounts, the activity report and the audit report;
(2) a decision on the allocation of funds, if any, after the end of the last financial year;
(3) interim reports drawn up after the end of the last financial year; and
(4) the report of the Board of Directors after the publication of the annual accounts or the interim report on events which substantially affect the status of the company.
Documents to be seen and sent on request for mergers and divisions shall be laid down in Chapter 16 and Article 11 (11) of Chapter 17.
The stock exchange company shall be required to see the notice referred to in Article 18 and the documents held by the shareholder referred to in Article 21 (1) to (3) on the company's website for a period beginning not later than three weeks before the meeting and ending Not earlier than three months after the meeting.
Article 21, which provides for the holding of the annual accounts, the activity report and the audit report before the general meeting and the sending of an audit report, shall not apply if the company has kept them to be seen in the manner referred to in paragraph 1 and made public Information in the field of securities markets at the latest three weeks before the general meeting.
The Annual General Meeting shall be convened by a person appointed by the party. The meeting shall be selected by the General Meeting, unless otherwise specified in the articles of association. If the articles of association provide for the President of the general meeting, this shall also open a meeting.
The Presidency shall ensure that a list of the shareholders, agents and assistants present is drawn up, indicating the number and the number of votes of each shareholder ( Code list ). The list of shareholders shall be available at the meeting.
The Presidency shall ensure that the minutes are drawn up. The Minutes shall indicate the decisions taken and the results of the votes. The minutes shall be signed by the President and the one appointed auditor. The list of votes shall be taken or attached to the minutes of the meeting. The minutes shall be numbered consecutively and kept in a reliable manner.
No later than two weeks after the meeting, the minutes shall be held at the company's headquarters or on the website of the company to be seen by the shareholders and shall be provided with a copy to the shareholder requesting it. The shareholder is entitled to a copy of the annexes to the minutes after reimbursement of the company's expenses.
In addition, if a full vote count has been carried out at the general meeting of the stock exchange company, the minutes of the general meeting shall also indicate the share of the shares in all the shares which have been put to the vote, the distribution of votes and the votes of the votes cast. Number of shares which have not been voted on. This information shall be available on the company's website no later than two weeks after the general meeting and at least three months from the general meeting. (247,2009/585)
The General Meeting may decide that the case will be postponed to a further meeting.
The case concerning the approval and use of the annual accounts of the Annual General Meeting shall be postponed to a further meeting if it is required by shareholders who have at least one tenth of all shares. The following shall be held no earlier than one month and no later than three months after the actual general meeting. The decision does not need to be removed from the requirement of a minority.
A different invitation shall be submitted to the meeting if it is held more than four weeks after the general meeting. An invitation to a further meeting may always be submitted no later than four weeks before the meeting.
At the general meeting of shareholders, the Board of Directors and the Executive Director shall provide more detailed information on matters which may affect the assessment of the matter to be discussed at the meeting. If the meeting deals with the financial statements, the obligation also applies to the financial position of the company in general, including the company's relationship with another community or foundation belonging to the same group. However, the information shall not be provided if the provision of such information is material to the company.
If the shareholder's question can only be answered on the basis of information not available at the meeting, the reply shall be given within two weeks in writing. The reply shall be forwarded to the shareholder and to the other shareholder who submitted the question.
The proposal for a decision of the General Meeting shall be a proposal which has supported more than half of the votes cast, unless otherwise provided for in this Act. The election will have the highest number of votes. The Annual General Meeting may before the election decide to select the one receiving more than half of the votes cast. In the event of a tie, the election shall be settled in a tender and other vote by the President, unless otherwise specified in the articles of association.
By order of the articles of association, the majority requirement can only be reduced in respect of elections.
If the decision is to be taken by a qualified majority, the general meeting for a decision shall be a proposal which has supported at least two thirds of the votes cast and the shares represented at the meeting.
Decisions to be taken by a qualified majority shall be taken, unless otherwise specified elsewhere in this law or in the order of association:
1) amendment of the articles of association;
2) a share issue;
(3) the provision of special rights for options and other equities;
4. The acquisition and redemption of own shares in a public limited company;
(5) the acquisition of own shares;
(6) merger;
(7) distribution; and
8) the liquidation of the company and the liquidation of the liquidation.
If there are different types of shares in the company, the merger of the merging company, the distribution of the distribution company, the liquidation of the company and the liquidation of the liquidation, and the decisions on the acquisition of own shares in a public limited company Is also required for the decision to be supported by a qualified majority of the shares represented at the meeting of each of the shares.
The qualified majority requirement cannot be reduced by order of the Statutes.
The decision to amend the Statutes in such a way that the share species are combined or otherwise reduced the rights of the entire shareholder, shall be qualified by the qualified majority referred to in Article 27. In addition, a qualified majority shall be subject to the decision to support a qualified majority of the shares represented at the meeting of each of the shares, and to obtain the consent of the majority of the shares of the shares whose rights are reduced.
The shareholder shall obtain consent to the amendment of the Statutes when:
(1) his right to profit or to the net assets of the company shall be reduced by order of the articles of association referred to in Article 9 (9);
(2) his obligation to pay the company is increased;
(3) the acquisition of the right to acquire his shares shall be limited by the redemption clause in Chapter 3, Section 7, or the consent clause referred to in Article 8 of Chapter 3;
(4) the privileges of his shares are limited within the meaning of Article 3 (3) of Chapter 9;
(5) the right to a minority dividend is restricted within the meaning of Article 7, Chapter 13;
(6) his shares are accompanied by the redemption value referred to in Article 10 of Chapter 15;
(7) the company's right to compensation shall be limited within the meaning of Article 9 of Chapter 22; or
(8) The relationship between the rights of the shares produced by shares of the same species is changed and the amendment concerns his shares.
It is also necessary to obtain the consent of the shareholder when the shares are redeemed within the meaning of Article 6 of Chapter 15 or when a decision is taken to change the form within the meaning of Article 5 of Chapter 19.
The General Meeting shall not take a decision contrary to the principle of equality referred to in Article 7 of Chapter 1 without the consent of the shareholder, at the expense of which an unfair advantage is conferred.
The general meeting shall be decided by the General Meeting. The decision shall be taken by the qualified majority referred to in Article 27.
The decision to amend the articles of association shall be notified without delay and shall not be implemented until it is registered. However, if the amendment of the articles of association requires implementing measures to be entered in the register, the amendment must be registered and registered at the same time as the implementing measures.
If the entitlement is determined on the basis of the nominal value of the share, the sale of the nominal value shall not affect the entitlement of the share to be brought to the court unless otherwise decided.
The decision of the Annual General Meeting is set out in Chapter 21.
The company must have a government. It may also have an Executive Director and a Management Board.
The prohibition on making decisions contrary to the principle of equality is laid down in Chapter 1, Article 7, the duty of care in Article 8 of Chapter 1 and the liability for damages in Chapter 22.
The representation of the company is governed by Articles 25 to 28 of this Chapter.
The Board of Directors shall ensure the management of the company and the proper organisation of its activities ( General powers ). The Board of Directors is responsible for the proper organisation of the accounts and financial control of the company.
The Board of Directors or the Board of Directors may not comply with a decision taken by the General Meeting, the Board of Directors or the Board of Directors, which is invalid on the basis of this law or the articles of association.
The decision of the Government shall be the opinion of the majority, unless the articles of association require a qualified majority. In the event of a tie, the President shall have the casting vote. In the event of a tie vote in the election of the Chairperson, and the election of the government or the articles of association are not otherwise specified, the election shall be settled on a daily basis.
The Board of Directors shall have a quorum when more than half of the members are present, unless the articles of association require a higher number. The amount shall be calculated from the selected board members. The calculation of the amount of the aesthetic shall not be deemed to be present. No decision shall be taken unless, as far as possible, all members of the Government have an opportunity to take part in the proceedings. If a member of the Board is prevented from attending, the opportunity shall be reserved for the alternate. Where a decision is taken without holding a meeting, the decision shall be recorded, signed, numbered and maintained, as provided for in Article 6 of the minutes of the meeting of the Board of Directors.
A member of the Board of Directors shall not participate in the proceedings of the agreement between him and the company. Nor shall he participate in the proceedings of the company and the third contract if he is expected to have an essential interest which may conflict with the interests of the company. The provisions of this Article shall apply mutatis mutandis to the other legal proceedings, to the proceedings and to the exercise of the right to speak.
The Chairman of the Board of Directors shall be responsible for ensuring that the Board meets when necessary. The meeting shall be convened if required by a member of the Board of Directors or the Executive Director. Unless, despite the request of the Chairman of the Government, an invitation to a meeting is convened, an invitation may be submitted by a member of the Board of Directors if at least half of the members of the Board of Directors approve the convening, or the Executive Director.
The Board of Directors may decide that a member of the Board of Directors may not be present at the meeting. The Executive Director's right to participate in the meeting shall be governed by Article 18. The presence may also be prescribed in the articles of association.
A protocol to the meeting of the Board of Directors shall be drawn up and signed by the President of the Assembly and, if several members of the board are members, at least one member of the Board of Directors. A member of the Board of Directors and the Executive Director shall have the right to have their dissent in the minutes. The minutes shall be numbered consecutively and kept in a reliable manner.
In an individual case or in accordance with the order of association, the Board of Directors may take a decision on a matter falling within the general competence of the Executive Director, even where the company has a ceo.
The Board of Directors may decide to refer the matter to the general meeting of the Board of Directors or the Executive Director.
The obligation for a listed company listed in Chapter 5, Section 1a of this Act to transfer a matter of general competence of the Board of Directors or the Executive Director to a general meeting shall be governed by the provisions of (746/2012) in Chapter 11, Article 14 . (14.12.2012/756)
The administration shall be selected from one to five full members unless otherwise specified in the articles of association. In the case of less than three members, there shall be at least one alternate in government. What this law provides for a member shall also apply to an alternate.
If there are several members of the Board of Directors, the President shall be elected. The Chairperson shall be elected by the Management Committee if it has not been decided otherwise or in accordance with the articles of association.
The members of the Board of Directors shall be elected by the General Meeting, unless the Board of Directors decides that the Board of Directors shall elect the members. The articles of association may stipulate that less than half the members of the Board of Directors are elected in other order. However, if a member has not been elected in another order, the General Meeting may elect a member, subject to the articles of association.
A member of the Board of Directors may not have legal personality or a minor or who has been assigned a trustee whose viability is limited or bankrupt. The effect of the ban on business is laid down in the law on the business ban (1059/1985) .
At least one member of the Board of Directors shall have his habitual residence in the European Economic Area, unless the registry authority authorises the company to derogate from this.
The term of office of a member of the Board of Directors will continue until further notice. The term of office of a public limited company shall expire at the end of the next Annual General Meeting. The general order of business may be ordered differently. The term of office shall end and the term of office of a new member shall begin at the end of the general meeting of the new member, unless the articles of association or the new Member are decided otherwise.
A member of the Board of Directors may resign before the end of his term of office.
The withdrawal shall take effect no earlier than the notification to the Board of Directors. If a member of the Board of Directors has opted for a non-general meeting, the withdrawal shall also be notified to the constituent.
If a member of the Board of Directors has reason to believe that the company no longer has any other members of the Board of Directors, he shall ensure that the general meeting is convened to select a new government.
A member of the Board of Directors may, before the end of his term of office, dismiss the person who elected him. However, a member of a non-general meeting may dismiss the general meeting if the articles of association have been changed in such a way that there is no longer any right to choose.
The term of office of the dismissed member shall expire at the end of the outgoing general meeting, unless the general meeting decides otherwise. The term of office of a member not separated from the general meeting shall expire immediately, unless otherwise indicated in connection with the separation.
Where a member of the Board of Directors takes office in the middle of a term of office, or if a member loses his or her eligibility as referred to in Article 10, the member shall be replaced by the alternate member as provided for in the articles of association or the appointment of an alternate. In the absence of an alternate, the other members of the Board shall ensure that the new member is elected for the remainder of his term of office. However, if the choice is made to the general meeting and the board of directors is quorum, the choice may take place at the next general meeting.
If the company has become a parent company or has ceased to be a parent company, the Board of Directors shall immediately inform the government or the corresponding institution of the subsidiary. The Government or equivalent institution of the subsidiary shall provide the board of the parent company with the information necessary for the assessment of the group status and for calculating the performance of its activities.
A contract or commitment between a company and its sole shareholder, which is not part of the company's normal business, must be entered in the minutes of the meeting of the Board of Directors.
The Executive Director shall manage the company's day-to-day management in accordance with instructions and instructions issued by the Board ( General powers ). The Executive Director shall be responsible for ensuring that the company's accounts are in accordance with the law and in a reliable manner. The Executive Director shall provide the Government and the Member with the information necessary for the performance of the functions of the government.
The Executive Director shall take into account the extent and the quality of the company's activities, taking account of unusual or extenuating measures only if the Board of Directors has delegated him to it or the decision of the Board of Directors cannot be expected without any material to the operation of the company Harm. In the latter case, the government must be informed as soon as possible.
The Executive Director shall have the right to be present at the Board of Directors and to exercise his speaking power there, even if he is not a member of the Board, unless the government decides otherwise.
The Executive Director shall also be subject to the provisions of Article 2 (2) on unqualified decisions, Article 4 and Article 10 (1) of the Qualification Act. The place of residence of the Executive Director shall always be in the European Economic Area, unless the registry authority authorises the company to depart from this.
As far as the Executive Director is concerned, this law also applies to his replacement.
The Board of Directors chooses the Executive Director.
The Executive Director shall have the right to resign. The withdrawal shall take effect no earlier than the notification to the Board of Directors.
The Board of Directors may dismiss the Executive Director. The withdrawal shall take effect immediately, unless the government decides on a later date.
The Board of Directors shall be governed by the statutes. The Management Board shall supervise the management of the company under the responsibility of the Board and the Executive Director. The statutes may stipulate that the Board of Directors shall elect the Board.
Otherwise, the Board of Directors may, in accordance with the articles of association, lay down only tasks and tasks falling within the general competence of the Board of Directors which are not provided for in the other institution. The Board of Directors may not be given the right to represent the company.
The Board of Directors, the member of the Board of Directors and the Executive Director shall provide the Management Board and the member with the information necessary for the performance of the tasks of the Management Board.
The Governing Board shall have at least three members. The Executive Director or a member of the Board shall not be a member of the Management Board. The Chairperson shall be elected to the Management Board. The Chairperson shall be elected by the Management Board if, when the Management Board is elected, no decision has been taken or otherwise specified in the articles of association.
In addition, the Management Board and its members shall be subject to the provisions of Article 2 (2) of Article 2 (2) of the Rules of Procedure, the Rules of Procedure, the Conference and the Protocol, and Articles 9 to 13 of the Rules of Procedure, on eligibility, on the term of office, Separation and dismissal.
The government represents the company. The Executive Director may represent the company in a case which is part of his or her duties under Article 17.
The articles of association may stipulate that a member of the Board of Directors or the Executive Director shall have the right to represent the company or that the Board of Directors may grant the right to a member, the Executive Director or any other designated person. The Board of Directors may at any time withdraw its right to represent the company.
A commercial register may only represent a restriction on the right to represent a company according to which two or more persons have only one right.
The scope of the Articles of Association limits the powers of the representative.
The company's legal action on behalf of the company referred to in this Act shall not be binding on the company if:
(1) the representative has acted contrary to the limits of eligibility provided for in this Act;
(2) a representative has acted in breach of the restriction referred to in Article 27 (1); or
(3) the representative has exceeded his powers and the person to whom the legal proceedings were or should have been aware of the overture.
In the case referred to in paragraph 1 (3), it is sufficient to indicate that the addressee of the proceedings or that he should have been aware of the overture of the jurisdiction cannot be regarded merely as having regard to the restrictions on jurisdiction Is registered.
The audit of the stock company shall be subject to the provisions of this Chapter and the Law of the Court of Auditors.
Paragraph 2 has been repealed by L 13.4.2007. .
The audit obligation is laid down in Chapter 2 of the Audit Act and Article 6 of this Chapter.
The company's auditor is selected by a general meeting. If a number of auditors are to be selected, the articles of association may stipulate that someone or some of them, not all of them, shall be chosen in a different order.
The obligation to choose the body inspector is laid down in Chapter 2, Section 3 of the Audit Act. The Annual General Meeting may also select a deputy auditor within a company where there is no obligation to do so, and select several deputy auditors. If a number of auditors are selected in a different order, the articles of association may also stipulate that the auditor of such an auditor shall also be chosen in another order. (18/05/2015)
L to 1147/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:
The obligation to choose the body inspector is laid down in Article 4 of the Audit Act. The Annual General Meeting may also select a deputy auditor within a company where there is no obligation to do so, and select several deputy auditors. If a number of auditors are selected in a different order, the articles of association may also stipulate that the auditor of such an auditor shall also be chosen in another order. (13.4.2007)
What is laid down in this law and by the statutory auditor is also the subject of an auditor.
The term of office of the auditor shall remain in a private limited liability company for the time being. The term of office of a public limited company shall expire at the end of the next Annual General Meeting. The general order of business may be ordered differently. The term of office shall end and the term of office of the new auditor shall begin at the end of the new auditor's decision on the selection of the new auditor, unless otherwise specified in the articles of association or the decision of the new auditor.
In a company which, according to the law or articles of association, does not have to choose an auditor, the general meeting shall select an auditor if the shareholders with at least one tenth of the shares or one-third of the shares represented at the meeting The shares, require it at the general meeting of shareholders or at the general meeting of shareholders in which the meeting is to be considered. If the General Meeting does not select the auditor, the Patents and Registration Board shall determine the statutory auditor's audit law in the order provided for in Article 8 (1) and (4) of Chapter 2, if the shareholder applies to the auditor within one month. The general meeting.
L to 1147/2015 Article 5 shall enter into force on 1 January 2016. The previous wording reads:
In a company which, according to the law or articles of association, does not have to choose an auditor, the general meeting shall select an auditor if the shareholders with at least one tenth of the shares or one-third of the shares represented at the meeting The shares, require it at the general meeting of shareholders or at the general meeting of shareholders in which the meeting is to be considered. If the General Meeting does not select the auditor, the Administrative Board shall determine the statutory auditor's statutory audit in accordance with Article 9 (1) and (4), if the shareholder applies to the auditor within one month of the general meeting.
In a public limited company, at least one auditor selected by the general meeting shall be a KHT auditor or an audit firm which has to be the head auditor of the KHT auditor.
L to 1147/2015 Article 6 will enter into force on 1 January 2016. The previous wording reads:
In a public limited company, at least one auditor selected by the general meeting shall be a kHT auditor or a kHT entity.
The shareholder may apply for a specific check on the management and accounting of the company from the administrative and accounting records of the company to the company's home office for the period ending in a given period or for certain measures or circumstances. It is required that the proposal has been examined and supported by the general meeting within the meaning of paragraph 2. The application to the Regional Administrative Agency shall be made within one month of the general meeting.
The proposal for the submission of an inspection shall be carried out at the Annual General Meeting or at the general meeting of shareholders in which the meeting is to be considered. An application may be made if shareholders with at least one tenth of all shares or one third of the shares represented at the meeting have supported the proposal. An application may be made in a public limited company with different types of shares, if the proposal has been supported by at least one tenth of the shares of one of the shares or one third of the shares represented in the meeting.
The Management Committee shall consult the board of directors of the company and, if the application is applied to the measures of a particular person, this person. The application shall be granted if there are serious reasons for the submission of the inspection. The Regional Administrative Agency may assign one or more special inspectors. The order may be implemented without legal force.
The special inspector must be a natural or audit firm. The special inspector shall have a knowledge and experience of economic and legal matters as well as the quality and extent of the audit function necessary for the performance of the task. As for the auditor, Articles 6 to 9 and Article 3 of Chapter 24 and Section 7 of Chapter 2 of the Court of Auditors, Chapter 3, Articles 9 and 10, Chapter 4, Sections 6 to 8 and Section 3 of Chapter 10, respectively, are applicable to the special inspector.
L to 1147/2015 Article 8 will enter into force on 1 January 2016. The previous wording reads:
The special inspector must be a natural or audit firm. The special inspector shall have a knowledge and experience of economic and legal matters as well as the quality and extent of the audit function necessary for the performance of the task. As for the auditor, Articles 6 to 9 and Article 3 of Chapter 24 and Articles 8, 18, 19, 24 to 26 and 51 of the Court of Auditors shall apply mutatis mutandis to the special auditor.
A special audit shall be made to the General Meeting. The opinion shall, for a period of at least one week before the general meeting, be held by the shareholders in the company's headquarters or on the Internet website, without delay to send to the shareholder who requests it, and shall be placed at the general meeting.
The special auditor shall be entitled to a fee from the company. The company shall also bear the costs of other specific inspections. However, the Court may, for special reasons, oblige the shareholder of the applicant to reimburse, in whole or in part, the costs incurred by the company.
The company's equity capital is divided into tied equity and free equity. Equity capital, as well as the revaluation reserve under the Accounting Act, the fair value fund and the revaluation reserve are equity capital. Other funds, as well as the profit for the financial year and previous financial years, are free equity.
Before the entry into force of this Act, the reserve and resources reserve is laid down in the Act on the entry into force of the Companies Act (19/2006) .
In addition to this chapter, the distribution and use of equity shall be governed by Chapters 13 to 15.
A share of the subscribed capital shall be included in the capital-free equity fund, which, according to the Treaty or by a share decision, is not subscribed to share capital and which, according to the accounting law, does not include a foreign capital, and so on. A capital investment not included in the rest of the fund. It shall also indicate the amount in which the share capital is reduced and which is not used to cover the loss or the distribution of funds.
The financial statements and the annual report shall be drawn up in accordance with the accounting law and the provisions of this Chapter.
The company's financial year is governed by the Treaty or by the articles of association. Even when the financial year is not provided for in the articles of association, it is decided by the general meeting. The amendment will enter into force once it is registered.
The report shall always contain the information required by this Act. However, the corresponding information may be disclosed in the form of notes to the financial statements, unless otherwise provided in the Accounting Act.
The report must include a government proposal for a company's profit-making measures and a proposal for a possible distribution of any other free capital.
The report shall indicate:
(1) the number of shares of the company by the share classes and the principal provisions of the articles of association concerning each of the subcategories; and
2) the principal borrowing conditions and the outstanding interest on loans.
The report shall indicate the foreign branches of the company.
The report shall separately identify the cash loans, liabilities and contingent liabilities for the associated company and their main conditions if the sum of the loans, exposures and contingent liabilities exceeds eur 20 000 or 5 % respectively. The company's capital account.
A company and another person are considered to belong to each other if the other is able to exercise control over the other, or be able to exercise considerable influence in its economic and business decision-making.
The report shall include a description of:
(1) where the company has become a parent company, it has been the receiving company in the form of a merger or division or is divided;
(2) the main content of the share decision referred to in Chapter 9, Section 5 or Article 17;
(3) the main content of the decision on the granting of special rights in the meaning of Section 3 of Chapter 10;
(4) the principal terms and conditions of the shareholder's special rights clause, which were previously issued by the company; and
(5) the mandate of the Board of Directors and the granting of special rights in respect of the rights of option and other equity.
The annual report shall indicate the share frequency:
(1) the total amounts of shares held by the company and its subsidiaries and the shares of the parent company and of the parent company and the relative shares of the shares and the shares generated by the shares; and
(2) the shares and the release and cancellation of the shares and shares of the parent company which entered the company during the financial year.
The annual report shall provide the following information for the company, for the purposes of the financial year, of the shares and the shares of the parent and of the parent company:
1) how the shares have come to the company or how they have been transferred;
(2) the number of shares and a proportional share of all shares; and
3) paid in consideration.
Shares and shares must be reported separately. If the shares have become part of the company's related party or have been transferred to a related party, the related party shall be named.
In addition to the rest of the consolidated financial statements, the provisions of this Chapter shall be respected.
The parent company shall always draw up consolidated financial statements if it distributes funds to the shareholders or is a public limited company. However, the consolidated financial statements need not be drawn up if the company is exempted from the obligation to draw up consolidated financial statements on the basis of Article 1 (4) of Chapter 6 of the Accounting Act. (22/12/98)
The company shall report the annual accounts and the activity report for registration within two months of the adoption of the financial statements. The notification shall be accompanied by a copy of the audit report and the consolidated financial statements, together with a written declaration from the Board member or the Executive Director of the date of validation of the financial statements and the company's profit The decision of the general meeting.
If the obligation laid down in paragraph 1 is not fulfilled, the registry authority may oblige the Executive Director or a member of the Board of Directors to fulfil the obligation in the period laid down. The decision to impose a periodic penalty payment shall not be lodged by the registry authority. For reasons of negligence, the company may, on the basis of Article 4 (4) of Chapter 20, be liquidated or withdrawn from the commercial register.
The Accounting Board, as provided for in Article 2 of Chapter 8 of the Accounting Act, may issue guidelines and opinions on the application of the provisions of this Act concerning the preparation of the annual accounts and the activity report.
If a limited company is controlled by another domestic or foreign entity or a foundation within the meaning of Article 5 of Chapter 1 of the Accounting Act, the limited liability company is a parent company and a subsidiary is a subsidiary. The parent company and its subsidiaries form a group.
A holding company has control over another entity or foundation, even where a limited company, together with one or more subsidiaries, or the subsidiary alone or in association with other subsidiaries, is in Section 5 of Chapter 1 of the Accounting Act; To be controlled by it.
The provisions of Chapter 1, Chapter 1, of the Accounting Act, which provide for the accounting obligation, apply to the aforementioned stock company and which, under that Article, provides for the target company, shall apply to the second domestic or foreign entity referred to above. Or the foundation.
The company may issue new shares or dispose of its own shares ( Share ).
In the case of a claim, shares may be issued against a significant fee ( Payment of shares ) Or issue shares free of charge ( Free of charge ).
The shares will be decided at the general meeting.
The decision of the Annual General Meeting, which provides for a maximum number of shares per share of shares, may also be authorised by the Board of Directors, in full or in some respects ( Public limited liability ). The partial authorisation shall be declared to be registered without undue delay, but no later than one month after the decision. Unless otherwise specified in the mandate, it shall remain in force for the time being. However, a public limited liability company may remain in force for a maximum period of five years. Unless otherwise decided, the new shareholder authorisation shall revoke the previous share-lending mandate.
Articles 18 to 22 of Chapter 5 provide for the invitation to the General Meeting and the documentation of the meeting documents.
In the case of shares, shareholders have the privilege to share shares in the same proportion as they already have shares in the company.
In the case of a company with different types of shares, the privilege shall be exercised by providing shares of all share holders in relation to the species and by providing shares to the shareholders in the same proportion as they already have shares.
The statutes of a private limited company may derogate from the provisions of paragraphs 1 and 2. The articles of association of a public limited liability company may stipulate that the share which, according to the articles of association, does not confer rights on the distribution of the assets of the company does not confer any entitlement to a share.
Derogations from the privilege provided for in Article 3 may be waived ( Directed share ), where there is a financial reason for the company. In assessing the acceptability of the planned loan, particular attention shall be paid to the relationship between the label and the fair price. A planned share issue may be free of charge only if, in the interests of the company and in the interest of all its shareholders, it has a particularly weighty economic reason.
If the Board of Directors proposes that the General Meeting decides on a issued share or a limited liability issue which does not exclude the government's right to decide on a issued share, it shall be mentioned in the notice of the general meeting. Such a decision by the General Meeting shall be taken by a qualified majority within the meaning of Article 27 of Chapter 5.
As a derogation from the right of preference, it is not considered that, in order to facilitate the implementation of the authorisation, it is decided to grant the rights of subscription to each of the allowances only the maximum amount entitled to the share of the shares and to sell the remaining rights. In the case of a regulated market or public auction within the meaning of the Law on trade in financial instruments, with the exception that the funds received are to be accounted for at the latest in the allocation of the funds following the end of the subscription period. (14.12.2012/756)
The decision on a limited liability position shall state:
(1) the number or maximum number of shares to be issued per share period and whether new shares or shares held by the company are issued;
(2) who has the right to subscribe to shares in shares and, in addition, a justification for the fact that there is a heavy economic reason for the waiver of shareholders' prerogatives under Article 4 (1);
3) the amount to be paid out of the shares ( Labelling price ) And the reasons for its determination; and
4) payment time of the share.
In addition, if all those who are entitled to the label do not subscribe to their shares at the closing meeting, the decision shall also mention:
(1) the subscription period; and
2) in the case of a non-targeted public limited liability, the time when the right of subscription must be exercised.
The period referred to in paragraph 2 (2) shall not end until two weeks have elapsed since the start of the subscription period. In the case of a public limited liability company, the time will not end until two weeks have elapsed since the registration of the public limited liability decision.
The subscription price for the new share shall be marked as an increase in the share capital, unless it is provided for in the share premium decision, in full or in part, as otherwise provided in the equity fund or in the accounting law.
The amount to be paid out of the company's own shares shall be entered into the invested free equity fund unless it is determined in full or in part in the share capital decision, as otherwise provided in the accounting law.
A public limited liability decision shall be registered if new shares are issued in the form of shares. The notification shall be made without undue delay, but no later than one month after the decision.
If it appears that new shares are given less than the maximum amount in accordance with the decision, the change may be declared to be registered.
A shareholder who, in accordance with the decision referred to in Article 5 (2), is entitled to subscribe to a share, shall, before commencement of the subscription period, notify the decision in the same way as the invitation to the general meeting. At the same time, it must be stated how and in what period the shareholder has to act if he wishes to exercise his right.
The notification referred to in paragraph 1 shall not be required if:
(1) the corresponding information is contained in the meeting of the meeting of the general meeting which decides on the issue of shares, or is available at the final meeting of the shareholders in which the shareholder is present; or
(2) the corresponding information shall be made public (746/2012) Referred to. (14.12.2012/756)
The content of the partial decision and the documents relating to the financial position of the company referred to in Article 21 (2) (2) of Chapter 5 shall be kept at the disposal of the shareholders referred to in paragraph 1 above. However, this obligation does not exist if the company has made public the prospectus referred to in Chapter 4 of the Securities and Markets Act, of which the corresponding information is disclosed. (14.12.2012/756)
The label's marking shall take place with evidence. The labelling shall indicate the label on which the label is based and the shares which are the subject of the label.
The company shall not dispose of its subscription price. If the company is declared bankrupt, it is a bankruptcy.
Unless otherwise specified in the share-payment decision, the subscription price may be offset by the company's claim only with the agreement of the Board of Directors.
The earmarking price paid in money shall be paid into an account held by a branch of a foreign credit institution which is eligible for the receipt of a company's deposit bank or deposit, or a foreign credit institution which is eligible for the deposit.
If the subscription price is paid in whole or in part by other assets ( Apporttie ), the assets must at the time of delivery have at least the corresponding financial value for the company. A commitment to perform a job or service cannot be an apportionment.
The payment of the marking shall be indicated in the decision on the payment of the apportionment. The decision shall also contain a statement identifying the apportionment of the apportionment and the payment of the fee and the valuation of the assets and the valuation of assets. If the provisions of this paragraph have not been complied with, the meaner shall have the obligation to show that the property had an equivalent economic value for the company. The missing amount must be paid to the company in cash.
If the price of the subscription is paid under the same conditions that the company acquires assets for consideration, the purchase shall be subject to the payment of the payment by the apports.
The Board of Directors may state the confiscation of the right to a share if the subscription price plus interest on late payment has not been paid out, and the government has not given the signer more time. In this case, the Board of Directors may issue a right of subscription to another person or annul an unpaid new share.
The person whose entitlement has been found to have been lost pursuant to paragraph 1 shall be obliged to pay the company, in addition to the possible collection costs, as compensation for the marking of a tenth of the share.
The subscribed new shares may be declared for registration when they have been fully paid and any other marking conditions have been met. In such a case, the parties shall be registered for registration without undue delay and, where appropriate, in several instalments, taking into account the rights of shareholders and the costs of notification to the company on the other hand. In addition, after more than one year after the start of the subscription period, the registration of new shares shall be made immediately after the end of each financial year. When notifying a new stock, a possible increase in share capital based on the subscription price of the share shall also be indicated.
The shares shall be notified for registration within five years of the share-of-share decision, unless a limited period has been fixed for a limited period.
The register shall be accompanied by a declaration by the members of the company's Board of Directors and the Executive Director that the provisions of this Act have been complied with in the issuing of shares. The register shall also be accompanied by a certificate from the company's auditors that the provisions of this Act concerning the payment of shares have been complied with. If, according to the law or articles of association, the company is not obliged to choose an auditor, the payment of the shares must be accompanied by another explanation. (13.4.2007)
In addition, if the share has been paid in the form of an apportionment, the registration declaration shall always be accompanied by an auditor's opinion on the statement referred to in Article 12 (2) and whether or not the property had at least the corresponding financial value for the company. (13.4.2007)
The new stock will produce the rights of the shareholder from the date of registration, unless the share antiquity decision provides for a later date. However, the shares will bear the rights of the shareholder no later than one year from the date of registration.
After registration, the shareholder, after registration, cannot rely on the fact that the condition relating to the label has not been fulfilled.
In the case of own shares held by the company, the stock may not be released until the transfer is fully paid. The management or the value of the stock book shall not be transferred to the transferee before that date.
A non-contributable share-ant decision shall state:
(1) the number or maximum number of shares to be issued by share classes and whether new shares or shares held by the company are issued; and (247,2009/585)
(2) who has the right to acquire shares and free access to shares, in addition to the justification for a special economic reason as referred to in Article 4 (1) to derogate from the privilege of shareholders.
A non-contributable share-ant decision shall be registered if new shares are issued in the event of a share. The notification shall be made without delay after the share decision. If it appears that new shares are given less than the maximum amount in accordance with the decision, the change may be declared to be registered.
Shares shall be reported to be registered without undue delay and, where appropriate, in more than one instalment, taking into account, on the one hand, the rights of the shareholders and, on the other hand, the costs of notification to the company.
The new stock will produce the rights of the shareholder from the date of registration, unless the share antiquity decision provides for a later date. However, the shares will bear the rights of the shareholder no later than one year from the date of registration.
If the acquisition of a share in a free share is subject to specific measures such as the presentation of a share book or a share-ticket, it is not required to do so, even though 10 years have elapsed since the registration of a public limited liability decision, The general meeting may decide that the right to a share and the rights deriving from it are lost. The shares which have been lost shall be subject to the provisions relating to own shares held by the company.
The company may decide on free access to the company for the company so that the new shares registered in the company are subject to the company's own shares rules. Such a limited liability shall not be subject to the provisions relating to limited liability.
A public limited liability company may not take a decision on the share of the shares referred to in paragraph 1 in such a way that the aggregate amount of own shares held by the company or its subsidiary is more than one tenth of the meaning of Article 11 (1) of Chapter 15. Of all shares.
Where there is a financial reason for the company, the company may, as provided for in this Chapter, grant special rights which justify the payment of new shares or own shares held by the company. The rightholder may have the right to choose whether he holds shares ( Option - Justice ). The right may also be accompanied by a commitment to the subscription.
The right referred to in paragraph 1 may be granted to the creditor of the company in such a way as to include a condition relating to the application of the creditor's claim to the marking of the share price of the share.
The exercise of the rights referred to in Article 1 shall be decided by the general meeting.
The decision of the General Meeting, which provides for a maximum number of shares per share period, may also be authorised in full or in some respects by the Board of Directors for the exercise of the rights referred to in Article 1. The authorisation shall be declared to be registered without undue delay, but no later than one month after the decision. Unless otherwise specified in the mandate, it shall remain in force for the time being. However, in a public limited company, the authorisation may be valid for a maximum period of five years. Unless otherwise decided, the new authorisation shall revoke the previous authorisation.
The decision referred to in paragraphs 1 or 2 of the General Meeting shall be taken by a qualified majority within the meaning of Article 27 of Chapter 5. Articles 18 to 22 of Chapter 5 provide for the invitation to the General Meeting and the documentation of the meeting documents.
The decision to grant the rights referred to in Article 1 shall state:
(1) shares to which each option or other option referred to in Article 1 provides the right, and whether new shares or shares held by the company are issued;
(2) the number or maximum number of rights referred to in Article 1 or other rights referred to in Article 1;
(3) who has the right to obtain or subscribe to the rights referred to in Article 1;
(4) where the option or other rights referred to in Article 1 are given in return for consideration, their signings or other consideration, marking and payment periods;
(5) share marking, marking times and payment periods;
(6) the reasons for giving rise to a weighty economic reason within the meaning of Article 1 (1) and the justification for the determination of price-marking prices or any other consideration and share marking prices; and
(7) the status of the rights to be conferred on the acquisition of rights under this Chapter in accordance with any other decision, in the allocation of the company's assets in the manner referred to in Article 1 (1) of Chapter 13, the acquisition of rights under this Chapter to the company, The company's merger with another company or division, as well as the redemption of minority shares in Chapter 18.
Save as otherwise provided in the Decision, the right holder's right to be redeemed in a merger and division shall also be subject to the provisions of Chapter 16 and Article 13 of Chapter 17.
Any subscription price of the right referred to in Article 1 shall be credited to the fund of free equity, unless it is provided for in the Decision as a significant increase in the share capital.
A decision on the granting of the rights referred to in Article 1 shall be declared to be registered without undue delay, but no later than one month after the decision.
If it appears that the option or other rights referred to in Article 1 or shares are given less than the maximum amount in accordance with the decision, the amendment may be declared to be registered.
The marking of the rights referred to in Article 1 shall be subject to evidence. The marking shall indicate the meaner of the company's decision on which the label is based and the rights which are the subject of the label.
In accordance with Articles 10 to 12 and 13 (1) of Chapter 9, the right to a subscription or any other consideration referred to in Article 1 shall be subject to the payment of any subscription or other consideration, as provided for in Articles 10 to 12 and 13 (1) of Chapter 9; The apport and the penalties for late payment. The provisions referred to in those articles relate to the decision referred to in Article 3.
The provision of shares shall, by the way, be subject to Articles 6 and 9 to 16 of Chapter 9. The provisions referred to in those articles relate to the decision referred to in Article 3.
However, in the case of the issue of shares under this Chapter, the deadline laid down in Article 14 (2) of Chapter 9 for the registration of new shares shall not apply.
The share capital may be increased:
(1) the full or partial subscription price for shares or any other special rights to share capital as set out in Chapters 9 and 10;
2) by transferring funds from equity to equity ( Fund increase ); or
(3) by subscription to share capital, which, except in the case referred to in paragraph 1, is invested in the company under conditions that are entered in the share capital ( Share capital investment ).
The fund increase will be decided at the general meeting.
The decision of the Annual General Meeting, which provides for a maximum rate of increase, may also be authorised by the Board of Directors to decide on a fund increase. The authorisation shall be declared to be registered without undue delay, but no later than one month after the decision. Unless otherwise specified in the mandate, it shall remain in force for the time being. Unless otherwise decided, the new authorisation shall revoke the previous authorisation.
The decision on the increase in the fund shall indicate the amount of the mark-up and what resources are used for the increase. Articles 18 to 22 of Chapter 5 provide for the invitation to the General Meeting and the documentation of the meeting documents.
The increase in share capital based on equity capital is decided by the Board of Directors. The decision shall indicate the amount of the mark-up and the investment to which the mark-up is based.
The payment of an investment shall apply mutatis mutandis, as provided for in Articles 10 to 12 of Chapter 9, for the subscription price, the money payment and the apport. In this respect, the provisions of the above articles relate to the decision on the increase in the share capital.
As regards the indication of the increase in the share capital when the share capital is increased for the subscription price of new shares, Article 14 (14) of Chapter 9 provides.
A share capital increase other than those referred to in paragraph 1 shall be reported to be registered without delay after any payment has been made to the company and the terms of the mark-up are satisfied. The register shall be accompanied by a declaration by the members of the company's Board of Directors and the Executive Director that the increase in the share capital has been observed in accordance with the provisions of this Act. The registration declaration shall also be accompanied by a certificate from the company's auditors that the provisions of this Act concerning the payment of share capital have been complied with. If, according to the law or articles of association, the company is not obliged to choose an auditor, the payment of the share capital shall be accompanied by another statement. (13.4.2007)
In addition, if an increase has been paid in the form of an apportionment, the registration declaration must always be accompanied by an auditor's opinion on the statement referred to in Article 12 (2) of Chapter 9 and whether the property had at least the corresponding financial value Company. (13.4.2007)
The share capital is increased when the increase is registered. After registration, the payer cannot rely on the legal action to invoke the fact that the condition relating to the proceedings has not been fulfilled.
The company may take a loan ( Capital loan ), which:
(1) capital and interest shall be paid in the liquidation and bankruptcy of the company only by subordinated debt to all other liabilities;
(2) capital may otherwise be repaid and interest paid only in so far as the amount of the free equity of the company and all its subordinated loans at the time of payment exceeds or exceeds the last financial year ending in the company's last financial year; The amount of the loss in the balance sheet; and
(3) the payment of capital or interest by the company or its subsidiary shall not be guaranteed.
Article 4 (4) of Chapter 25 and Article 1 (4) of Chapter 25 of Chapter 25 shall apply to the repayment of capital, the payment of interest and the provision of a guarantee against the capital loan, the payment of interest and the provision of the security.
The provisions of this Article shall not apply in the context of the creditor protection procedure referred to in Chapter 14, Article 2, Article 6, Article 6, Article 6 or Article 7 (7) of Chapter 19. However, the amount to be paid to the creditor of a capital loan shall be paid or lodged only after the measure requiring the protection of the creditors is registered. With the agreement of the creditor of the capital loan, the capital loan may be used for the payment of an increase in the share capital, converted into equity or used to cover the loss of the company.
The capital loan shall be made in writing. The change in the terms of the loan or the provision of a guarantee is invalid if it is contrary to Article 1 (1).
If interest on a capital loan cannot be paid, the interest shall be payable on the basis of the first annual accounts on the basis of which it can be paid.
Capital loans have equal access to the company's assets, unless otherwise agreed between the creditors of the company and the capital loans.
Capital loans shall be entered as a separate item on the balance sheet.
Company funds may be allocated to shareholders only according to the provisions of this Law:
1) distribution of profits ( I bought ) And the distribution of funds from the free equity fund;
(2) the reduction of the share capital referred to in Chapter 14;
(3) the acquisition and redemption of own shares referred to in Chapters 3 and 15; and
4) the dismantling of the company referred to in Chapter 20 and the removal of the register.
In accordance with Article 9 of this Chapter, the company may have a purpose other than producing a profit for the shareholders. The provision of a gift is provided for in Article 8.
The other business event, which reduces the company's assets or increases its liabilities without any economic justification, is illegal.
The funds must not be distributed until the company is registered.
The funds shall not be distributed if the allocation decision is known or should be known to be insolvent or rendered insolvent by the company.
The allocation of funds shall be based on the last consolidated financial statements. If, according to the law or articles of association, the company has an obligation to choose an auditor, the annual accounts shall be audited. The division shall take into account the fundamental changes in the financial position of the company since the financial statements were drawn up.
Contrary to the provisions of this law or articles of association, the funds received from the company must be returned if the recipient of the assets knew or should have known that the split was carried out in contravention of this law or of the articles of association. The amount to be returned shall be subject to annual interest rate law (633/1982) in Article 12 , in accordance with the reference rate in force.
Subject to Article 2 of the company's ability to pay, the company may share the free equity capital minus the assets to be left out in accordance with the articles of association.
The allocation of funds will be decided at the general meeting. Articles 18 to 22 of Chapter 5 provide for the invitation to the General Meeting and the documentation of the meeting documents. The General Meeting may decide to allocate more than the amount proposed or approved by the Board of Directors only if, according to Article 7 or the articles of association, it is obliged to do so.
The decision of the Annual General Meeting, which provides for a maximum allocation, may also be authorised by the Board of Directors to decide on the allocation of the dividend or the allocation of funds from the Fund. The authorisation may be valid at the beginning of the next Annual General Meeting.
The decision shall state the amount of the division and the allocation of resources.
The free capital may also be distributed in accordance with Article 1 (1), subject to the consent of all shareholders, unless otherwise specified in the articles of association.
The dividend shall be divided into at least half of the profit for the financial year, minus the amounts to be left out by the articles of association, if the shareholders are required before the decision on the use of the profit, at the general meeting of shareholders, Have at least one tenth of all shares. However, the shareholder may not claim as a profit any more than that under this Chapter, without the consent of the creditors, and no more than 8 % of the company's own capital. Any dividends distributed for the financial year prior to the general meeting of the general meeting shall be deducted.
The minority dividend referred to in paragraph 1 may be laid down in different articles of association. The right to minority dividends may be restricted only with the consent of all shareholders.
The General Meeting may decide to give a gift to a general interest or a similar purpose if the amount of the donation can be used for the purpose of use and for the company and other circumstances to be considered reasonable. The government may use funds which are of minor importance in view of the condition of the company.
If, in whole or in part, the company has a purpose other than the production of a profit for the shareholders, the articles of association shall be subject to such an order. In such cases, the articles of association shall determine the use of own capital in the situations referred to in Article 1 (1).
The company may not give money, money or security to be used for the purpose of acquiring shares in the company or its parent company.
Paragraph 1 shall not apply to operations carried out within the limits of distributable assets with a view to acquiring shares for employees of a related company within the meaning of Article 6 (2) of Chapter 8.
The General Meeting may decide on the distribution of share capital, its reduction in the transfer of funds to a fund of free equity and its use to direct the immediate coverage of a loss to which free equity is not sufficient ( Coverage of defeat ). The share capital shall not be reduced below the minimum share capital referred to in Article 3 (1) of Chapter 1.
The decision shall specify the amount of the reduction or its maximum amount and the amount of the reduction provided for in paragraph 1. Articles 18 to 22 of Chapter 5 provide for the invitation to the General Meeting and the documentation of the meeting documents.
The decision-making process for the acquisition and redemption of own shares is set out in Chapter 15. In the context of the decision-making process and the protection of creditors in connection with the merger, distribution, modification of the form and dismantling of the company, Chapters 16, 17, 19 and 20 are laid down.
The creditors of the company whose claim has been made before issuing the alert referred to in Article 4 shall be entitled to oppose a reduction in the share capital. However, there is no justice if the reduction is used to cover the loss or if the share capital is increased at the same time by at least the reduction.
If the share capital has been reduced to cover the loss, during the three years following the registration of the reduction, the free equity of the company may be distributed to the shareholders only in accordance with the creditor protection procedure provided for in Articles 3 to 5. However, the creditor does not have the right to object if the share capital has been increased by at least the amount of the reduction.
If, pursuant to Article 2 (1), the creditors are entitled to oppose a reduction in the share capital, the company shall, within one month from the date of the decision to reduce the share capital, declare the reduction to be registered and apply for an alert pursuant to Article 4. Or the decision shall lapse.
Upon receiving the application referred to in Article 3, the registry authority shall issue to the creditors referred to in Article 2 (1) of the company an alert indicating the creditor's right to oppose the reduction by informing the registry authority in writing. At the latest on the date specified in the alert. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.
No later than one month before the date of destination, the company shall send a written declaration to the known creditors referred to in Article 2 (1). A certificate of dispatch by a member of the Board of Directors or of the Executive Director shall be submitted to the registry authority at the latest on that date.
The registry authority shall inform the company without delay of any objections notified to it after the date of destination.
The registry authority shall register the reduction of the share capital if the creditor has not objected to a reduction, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.
If the creditor has objected to a reduction, the decision to reduce the share capital shall expire one month after the deadline. However, the registry authority shall suspend the proceedings if, within one month of the date of effect, the company has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if the company and The joint creditor shall request that the proceedings be adjourned.
The share capital has been reduced once the reduction is registered.
The company shall, within one month, notify the registration of a decision on the reduction of the share capital which, pursuant to Article 2 (1), the creditors do not have the right to object, or the decision lapses. The share capital has been reduced once the decision is registered.
The reduction in the share capital and the increase referred to in Article 2 (1) of the share capital shall be reported to be registered at the same time.
The articles of association may stipulate that the creditors referred to in Article 2 (1) of the company are entitled, under Articles 3 to 5, to object to the modification or departure of a particular order of the statutes. Articles 3 to 5, which provide for a reduction in the share capital, shall apply to the modification or departure of the articles of association. However, the period of one month provided for in Article 3 shall not apply.
The company may decide, as provided for in this Chapter:
1) acquire its own shares ( Acquisition );
(2) that the shareholder has to give shares to the company against any consideration or consideration ( Redemption ); and
3) to pledge their own shares.
In addition, if the acquisition or redemption takes place by reducing the company's share capital, the provisions of Chapter 14 shall apply.
The acquisition, redemption and deposit of this Chapter shall not apply when the company:
(1) when receiving a movement in the form of a merger or division, or any other transfer of a movement, they acquire their own shares or shares;
(2) the purchase of a company in the auction of its own shares; or
3) will receive the consideration of its own shares.
The redemption of the provisions of this Chapter shall not apply to the redemption of shareholders who oppose the merger as provided for in Article 13, Article 13 and Article 13 of Chapter 17.
The articles of association may, within the meaning of Article 7 of Chapter 3, provide for the right of a shareholder, a company and other person to redeem the new shareholder and, as referred to in Article 10 of this Chapter, to provide for a company's right or On an obligation to acquire or redeem.
Own shares acquired, redeemed or otherwise received by the company may be retained by the company, invalidated or transferred.
Paragraph 12 and further extradition are laid down in Chapter 9. The obligation to disclose or annul own shares acquired or redeemed in breach of this law shall be governed by Article 12 (2) and (3) of this Chapter.
Acquisition and redemption shall be decided at the general meeting. The decision must be taken by a qualified majority within the meaning of Article 27 of Chapter 5.
The decision of the General Meeting, which refers to the maximum number of shares to be obtained by instalments, the duration of the mandate and the minimum and maximum amount of the consideration, may be authorised by the government to decide on the acquisition in full or in some respects. The authorisation may be valid for up to 18 months. Under the mandate, own shares can only be acquired on free capital.
Articles 18 to 22 of Chapter 5 provide for the invitation to the General Meeting and the documentation of the meeting documents. When a government in a public limited company proposes to redeem its own shares in such a way that the company's share capital is reduced, the notice of the meeting shall mention the purpose and method of redemption.
Own shares may be acquired other than shares owned by shareholders ( Acquisition ), where there is a financial reason for the company. In assessing the acceptability of the planned acquisition, particular attention shall be paid to the relationship between the consideration offered and the fair price of the share. The decision of the General Meeting shall be taken by a qualified majority within the meaning of Article 27 of Chapter 5. The same applies to the authorisation of a government which does not rule out the right of the government to decide on the acquisition.
Own shares may be redeemed other than shares owned by shareholders ( Aimed at redemption ) Only with the agreement of all shareholders. However, a public limited liability company may, acting by a qualified majority within the meaning of Article 27 of Chapter 5, decide to combine the shares referred to in Article 9 of this Chapter. In addition, the articles of association may include the redemption value referred to in Article 10 of this Chapter.
If the Board of Directors proposes that the general meeting should decide on the acquisition or repurchase or authorisation of the Board of Directors for the acquisition of a government which does not rule out the right of the government to decide on the acquisition, the Mention in the notice of the general meeting.
The procurement decision and the redemption decision shall state:
(1) whether it is a question of acquisition or redemption;
(2) the number or maximum number of shares referred to in the decision;
(3) from whom shares are acquired or redeemed and, where appropriate, in the order of the order, and the justification for the acquisition, for the purpose of acquiring a planned acquisition of a weighty economic reason within the meaning of Article 6 (1);
(4) the time during which the acquired shares must be offered to the company or the date on which the shares are redeemed;
(5) the consideration of the shares and the reasons for its determination and, where the consideration is assets other than money, a statement of the value of such assets;
6. Payment time for consideration; and
7) how the company's equity is affected by the procedure.
A shareholder who, in accordance with the decision of the acquisition, has the right to sell his shares to the company shall, before the start of the period for the provision of the shares to the company, notify the decision in the same way as the invitation to the general meeting. At the same time, it must be stated how and in what period the shareholder has to act if he wishes to exercise his right.
The notification referred to in paragraph 1 shall not be required if:
(1) the corresponding information is included in the invitation to the meeting of the general meeting to be held or are available at the decision-making meeting in which the shareholder is present; or
(2) the corresponding information shall be made public within the meaning of the securities market.
The contents of the project decision and the documents relating to the financial position of the company referred to in Article 21 (2) (2) of Chapter 5 shall be kept at the disposal of the shareholder referred to in paragraph 1 of this Article during the period in which the shares acquired are Offered to the company. However, this obligation shall not be required if the company has made public the tender document referred to in Chapter 11 of the Securities and Markets Act, of which the corresponding information is disclosed. (14.12.2012/756)
A public limited company may, acting by a qualified majority within the meaning of Article 27 of Chapter 5, decide to redeem a certain share of the shares in all shareholders ( Pooling of shares ), if the redemption decision is prevented in the redemption decision, as follows:
(1) the number of shares to be redeemed in each of the subcategories is the balance sheet;
(2) where necessary, the number of shares redeemed from each shareholder shall be rounded up to the nearest pocket;
(3) the company shall, without delay, sell the additional shares for the rounding as referred to in paragraph 2 for a regulated market or public auction within the meaning of the Law on Trade in Financial Instruments (2); , on behalf of the shareholders; (14.12.2012/756)
(4) the proceeds from the sale of the shares referred to in paragraph 3 shall be paid to the shareholders in proportion to the difference between the amount of the shares to be redeemed from each shareholder and the amount of the shares to be redeemed The rounding referred to in paragraph 2.
The proceeds from the sale of the shares shall be paid to the shareholders without delay. Interest shall be paid on interest after the redemption price Article 12 of the Statute, , in accordance with the reference rate in force. The company shall place the proceeds from the sale to an account held by a branch of a foreign credit institution entitled to the receipt of a deposit bank or deposits in Finland, or to an account held abroad, in such a way that there is no risk of Mixed with the company's own resources. The company shall keep the assets kept separate from its own resources.
There must be a weighty economic reason for combining the shares. A single decision cannot be taken if, according to the shareholders' list, the redemption of the shares would result in the redemption of all shares from more than 100 shareholders. The invitation to the General Meeting shall be subject to the provisions of Article 6 (3).
The articles of association may stipulate that the company has the right or the obligation to acquire or redeem the company's shares. The articles of association shall provide for:
(1) whether it is a question of acquisition or redemption;
(2) whether the company has the right or the obligation to acquire or redeem;
(3) which shares are covered and, where appropriate, in which order the shares are purchased or redeemed;
(4) the procedure followed;
(5) the remuneration for the shares or the criteria to be used for calculating the shares; and
6) which funds may be used for payment of consideration.
In a public limited company, the company's repurchase and purchase of the company is terminated by a general meeting. The General Meeting may authorise the Government to take a decision on this matter. The authorisation shall be declared to be registered at the latest one month after the decision. The authorisation may be valid for up to five years from the date of its adoption. In other situations, the acquisition and redemption of a decision may be made by the government.
In a public limited liability company, a decision on the acquisition, redemption or deposit of own shares shall not be carried out in such a way that the aggregate amount of own shares held or held by the company and its subsidiaries is more than one A tenth of all the shares.
A private limited company shall not acquire or redeem any of its own shares.
The Board of Directors may decide to invalidate the shares held by the company. The notification shall be registered without delay. The shares have been cancelled when the notification is registered.
Contrary to the provisions of this law, acquired or redeemed own shares shall be surrendered without undue delay, but at the latest one year after the harvest. If the aggregate share of the shares of the public limited company and its subsidiaries is more than one tenth of all shares, because the shares have been acquired within the meaning of Article 2, The shares must be surrendered within three years from the yield.
If the shares have not been surrendered within the time limit laid down in paragraph 2, they shall be cancelled. The shares held by the parent company shall be cancelled prior to the parent company's shares held by the subsidiary.
The company can take its own shares as collateral. In the case of a public limited liability company, a decision is taken as to the acquisition of own shares.
In addition to the provisions of Chapter 10 of this Act, the sale of own shares is governed by the provisions of Chapter 9 of this Act concerning the transfer of own shares.
The company or its subsidiary shall not receive shares in the company for consideration. If the company has subscribed to the company in connection with its creation, the signatories shall be deemed to have subscribed. If the company has subscribed to the company's shares in a paid share, its members and the Executive Director shall be deemed to have subscribed shares. If the subsidiary has subscribed to shares in the parent company, the members of the board of directors and the managing director of the parent company and those in the subsidiary are deemed to have subscribed to the shares. Signals shall be jointly responsible for the payment of the label. However, it is not regarded as an indication that he objected to the labelling or that he did not know and should not have known about the label.
Anyone who has subscribed to the company's shares in its own name on behalf of the company or its subsidiary shall be deemed to have subscribed to the shares in its own account.
Article 20 of Chapter 9 provides for free access to the company itself.
Stock company ( The merging company ) May merge with another limited company ( Receiving company ), when the assets and liabilities of the merging company are transferred to the receiving company and the shareholders of the merging company receive shares in the acquiring company. The transaction fee may also be money, other assets and commitments.
The merger may take place in such a way that:
1) one or more of the merging companies merge with the receiving company ( Absorption simulation ); or
2) at least two of the merging companies merge by establishing a single acquiring company ( Combination ulation ).
With a subsidiary merger Refers to absorption simulations in which the merging companies own all the shares of the merging company, as well as any rights of option and other special rights conferring entitlement to shares.
With a triple merger Means absorption simulations where the company other than the receiving company provides for a merger.
The companies participating in the merger In this chapter refers to the merging company and the receiving company.
The governments of the merging companies shall draw up a written draft terms of merger, which shall be dated and signed. In the case of a three-year merger, the draft terms of merger shall also be signed by the supplier of the merger.
The merger plan shall include:
(1) the activities of the merging companies and any other consideration of the merger consideration, company and community symbols, or equivalent identification data and domicile;
2) a statement of the reasons for the merger;
(3) in the case of absorption, a proposal for a change in the statutes of the acquiring company and the proposal to establish the statutes of the company to be set up and the selection of the members of the institutions to be set up;
(4) in the case of absorption, a proposal for the number of shares which may be given in the form of a merger in the form of shares, whether new shares or own shares held by the company, and in combination with a proposal for a combination of The number of shares per share of shares;
(5) a proposal for a possible further consideration of the merger and, where consideration is given to the rights of option or other specific rights, the conditions set out in Chapter 10, Section 3;
6) a proposal for the breakdown of the draft terms of merger, the date of the consideration of the consideration and the other conditions relating to the provision of consideration, as well as an explanation of these criteria;
(7) a statement or a proposal concerning the rights of the holder of the merging company's right of option and other equity holders in the merger;
(8) in the case of absorption, the proposal for a possible increase in the share capital of the receiving company and the proposal for a combination of the share capital of the acquiring company;
(9) a description of the assets, liabilities and capital of the merging company and the valuation effects of the merger, the intended effect of the merger on the balance sheet of the acquiring company and the accounting records applicable to the merger; Methods;
(10) a proposal on the right of companies involved in a merger to decide on non-normal business arrangements affecting the amount of their own capital or shares;
(11) a statement of capital loans, which may be opposed by creditors in accordance with Article 6;
(12) a statement of the number of shares of the merging company and its subsidiary and its parent company and its parent company and the number of shares owned by the merging companies;
(13) a statement on the corporate mortgage law on the assets of the merging companies; (18/04/1984) Of the European Parliament and of the Council;
(14) a statement or a proposal for a special interest to be given to the Board of Directors and the Board of Directors of the merging company, the Executive Director, the auditor and the auditor on the draft terms of merger; and Rights; (13.4.2007)
(15) a proposal for a planned registration date for the implementation of the merger; and
16) a proposal for possible other merger conditions.
The provisions of paragraph 2, paragraphs 4 to 8 and paragraph 10 shall not apply to a subsidiary merger.
The governments of the merging companies shall appoint one or more auditors to give an opinion on the draft terms of merger to each of the merging companies. The opinion shall assess whether the draft terms of merger provides the correct and sufficient information on the criteria for determining the draft terms of merger and the allocation of the consideration. In addition, the opinion issued to the receiving company shall state whether the merger would be liable to jeopardise the company's debts. (13.4.2007)
If all the shareholders of the merging companies agree, or if there is a merger, there is a statement as to whether the merger would be liable to jeopardise the payment of the debts of the acquiring company.
The merger plan shall be notified to be registered within one month of the signing of the plan. The notification shall be accompanied by the statement referred to in Article 4.
The notification shall be made by the merging companies together. The notification is made by the parent company in the merger.
The merger shall lapse if the notification is not filed within the deadline or the registration is refused.
The creditors of the merging company, whose claim has been incurred prior to the registration of the draft terms of merger, shall be entitled to object to the merger. The same right also applies to a creditor whose claim may be recovered without a judgment or decision, as is the case in the Law on the execution of taxes and charges. (20/2007) Shall be laid down and produced at the latest on the date referred to in paragraph 2. (28.12.2007)
Upon application by the merging company, the registry authority shall issue an alert to the creditors referred to in paragraph 1 which refers to the creditor's right to oppose the merger by informing the registry authority in writing, at the latest, On the date specified in the alert. The lodging of an alert shall be submitted within four months of the registration or merger of the merger plan. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.
An alert shall also be issued to the creditors of the receiving company upon application by the receiving company, where the merger is liable to jeopardise the payment of the debts of the acquiring company, according to the opinion of the auditor referred to in Article 4. The creditors of the acquiring company shall then be subject to the provisions of this Chapter. (13.4.2007)
No later than one month before the date of destination, the company shall send a written declaration to the known creditors referred to in Article 6 (1) that were born before the registration of the draft terms of merger. Where, in accordance with Article 13, the shareholder of the merging company or the holder of a special right of right or of a special right to share the shares has required redemption, the creditors shall be informed of the amounts of the shares and rights required to be redeemed. The notification may be sent after the merger will take place after the merger. However, if all the shareholders of the company and holders of those rights have given notice of the waiver or otherwise do not have the right to cash, the notification may be sent earlier.
Law on the restructuring of the company (187/1993) Shall replace the alert referred to in Article 6, and the creditor shall not be entitled to oppose the merger under this law if all the merging companies are part of the same group and the restructuring programme for them. At the same time.
The merger plan and its annexes shall be annexed to the draft restructuring programme.
In a merging company, the merger will decide the general meeting. However, the merger will be decided by the Board of Directors of the merging company. (26.08.2010)
In the receiving company, the merger will be decided by the government. However, if the receiving company has less than nine tenths of the shares of the merging company, the merger will be terminated by the general meeting if it is required by shareholders with at least one twentieth of the company's shares. The total share of the company does not take into account shares which belong to the company itself or to the subsidiary of the company. (26.08.2010)
The general meeting of shareholders shall be held or the administrative merger decision shall be taken within four months of the date of registration of the draft terms of merger or the merger shall lapse. The Annual General Meeting shall, however, be held no later than one month before the date referred to in Article 6, unless all the shareholders of the company, as well as any special rights holders giving entitlement to the option and other shares, have not given up The right to claim redemption.
The decision on the merger must be taken by a qualified majority within the meaning of Article 27 of Chapter 5.
Before registration of the draft terms of merger, the annual meeting of shareholders shall not be submitted. The invitation shall be submitted no earlier than two months and, unless a longer period has been laid down in the statutes, at the latest one month before the general meeting, the last date of registration referred to in Article 7 (7) or Article 2 (2) of Chapter 4; The qualifying period for the companies involved in the CIT scheme. However, in a public limited company, the invitation may be submitted no earlier than three months before the date referred to above.
In addition, in the case of a merging company, the invitation shall also be sent in writing to each shareholder whose address is known to the company in accordance with the articles of association. The general meeting of the merging company shall mention the right to claim redemption within the meaning of Article 13 of the shareholders. Within the period referred to in paragraph 1, the merging company shall be informed of the right of redemption referred to in Article 13 for holders of rights or other special rights for other shares which are entitled to claim redemption and which: The address is known to the company. If the address of all the rights holders entitled to redemption is not known to the company, the right of redemption shall also be reported in the Official Journal.
If the receiving company has less than nine tenths of the shares of the merging company and the general meeting of the company in the host company is not convened, the merger shall be notified to the shareholders in the same way as the invitation to the general meeting Delivered. The total share of the company does not take into account shares which belong to the company itself or to the subsidiary of the company. The shareholder may, within one month of the notification, require that the merger be terminated at the general meeting. (26.08.2010)
In the host company, the notice of the meeting may be transmitted within the period referred to in Article 19 (1) of Chapter 5 if the merger is terminated at the general meeting of shareholders at the request of the shareholder and if the company's declaration referred to in paragraph 3 of this Article and The time between the date of the general meeting, the last date of notification referred to in Article 7 (7) or the date of entry into force of Article 2 (2), Section 2 (2), of Chapter 4, for a period of at least one month or more, Calling time.
The following documents shall, for a period of at least one month before the date of notification of the merger and the notification referred to in Article 10 (3), keep the shareholder to see each of the merging companies At headquarters or on the website, and shall be placed at the general meeting:
1) the draft terms of merger;
(2) the annual accounts, activity reports and audit reports of each merging company for the last three financial years;
(3) if the end of the last financial year of a public limited company participating in the merger has elapsed by the date of signature of the draft terms of merger for more than six months, the financial statements of each such company, the activity report and the audit report; A day which shall not be three months after the date of signature of the draft terms of merger or the interim report referred to in Article 5 of Chapter 2 of Chapter 2 of the Securities and Markets Act, for the first six or nine months after the last financial year;
(4) decisions on the allocation of funds which may have been made by each of the merging companies after the last financial year;
(5) interim financial reports drawn up after the last financial year of each of the merging companies;
(6) the report of the Government of each of the merging companies after the financial statements or the interim review of the events which have a material impact on the status of the company; and
(7) for each of the merging companies, the opinion on the draft terms of merger referred to in Article 4.
The documents referred to in paragraph 1 shall be sent without delay to the requesting shareholder if the documents cannot be downloaded and printed on the company's website.
In addition to the provisions laid down in paragraph 1, the company shall inform the general meeting and the other companies involved in the merger of any other events which are substantially affecting the position of the company, from which the company is informed prior to the merger To do.
In the case of a three-year merger, the shareholders shall see the documents referred to in Article 21 (2) of Chapter 5 of the Merger Regulation. In the absence of financial statements, there shall be a report on the financial position for the last financial year ending or, in the absence thereof, for the calendar year and the period thereafter.
The merger decision of the merging company shall replace the terms and conditions of the merger of the shareholders of the merging company and the holders of special rights holders and other special rights holders entitled to participate in the shares of the merging company and of the other activities which establish the right to: The merger consideration. The merger plan also replaces the Treaty establishing the host company.
If the merger is not accepted in accordance with the draft terms of merger, without any change in all the merging companies, the merger will fall. The decision to reject the merger or the expiry of the merger shall be notified forthwith to the registration.
The shareholder of the merging company may, at the closing shareholders' meeting, require the redemption of its shares and must be given the opportunity to do so before the merger is terminated. Only those shares may be redeemed to be included in the list of shareholders at the general meeting or the last date of registration, or if the shares are part of the value-share system, the shareholder who claims redemption By the deadline referred to in Article 2 (2) (2) of Chapter 4. It is necessary to vote against the merger decision.
The holder of the special rights conferring rights and other rights in other shares may require the acquisition of their rights by the shareholders' meeting in the event of a merger or by providing evidence to the merging company prior to the merger The general meeting. Before a decision is taken on the merger, the general meeting shall be informed of the number of rights which have been claimed.
Where there is no agreement with the acquiring company, the case shall be settled by the arbitrators, in accordance with the provisions of Chapter 18, in the case of the right to redemption or the conditions of redemption of special rights to be held in shares or other equity. Articles 3 to 5 and 8 to 10 provide for the treatment of redemption disputes. The owner or the holder of the right shall institute proceedings no later than one month after the general meeting. After the presentation, the shareholder and the holder of the right shall be entitled only to the redemption price. If the redemption procedure later establishes that they do not have the right to redemption, they shall have the right to a merger in accordance with the draft terms of merger. If the merger falls, the redemption procedure shall also lapse.
The redemption price is the fair price of a share or of a special right before the Merger Decision which entitles the holder to have a right of option or other equity. For the purposes of calculating the redemption price, no account shall be taken of the degrading effect of the merger of the merging company's share or of a special right conferring entitlement to other shares. The redemption price shall be remunerated at the annual rate for the period between the merger decision and the payment of the redemption price Article 12 of the Statute, , in accordance with the reference rate in force.
The redemption price shall be paid in a month's time for the validity of the judgment, but not prior to the registration of the merger. The redemption price may be saved as provided for in Article 11 (2) and (3) of Chapter 18.
The receiving company is responsible for paying the redemption price. The merging company shall immediately inform it of the redemption requirements.
The merging companies shall notify the registry authority of the implementation of the merger within six months of the merger decision, or the merger shall lapse. The notification shall be accompanied by:
(1) the assurance that the merger has complied with the provisions of this law for each of the board members and the managing director of each of the merging companies;
(2) the auditor's certificate that the receiving company receives full consideration of the amount of its own capital and its opinion on the report referred to in Article 3 (2) (9) of the Merger Plan;
(3) a certificate issued by a member of the Board of Directors or the Executive Director for the transmission of the declarations referred to in Article 7; and
(4) decisions concerning mergers of companies involved in the merger.
The parent company is responsible for the merger with the subsidiary. By way of derogation from paragraph 1, the notification shall only be accompanied by a declaration by a member of the board of a government of the parent company or the managing director that the merger has complied with the provisions of this Act and the certificate referred to in Article 7 Decisions on transmission and merger.
The registry authority shall register the merger if the creditor has not objected to the merger, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.
If the creditor has objected to the merger, the registry authority shall inform the company without delay after the deadline. In the case of a creditor, the merger shall expire one month after the date of adoption. However, the registry authority shall suspend the proceedings if, within one month of the date of effect, the company has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if the company and The joint creditor shall request that the proceedings be adjourned.
The merger may be carried out even if the merging company has been liquidating, unless the company's assets have been made available to shareholders within the meaning of Article 15 of Chapter 20.
If, in the event of a merger, more than one asset is subject to a business mortgage within the meaning of a business mortgage law, the merger shall not be registered unless, on the basis of an application, companies and The agreement of the mortgage holders on the organisation of the privileges of mortgages.
The assets and liabilities of the merging company shall be transferred to the recipient company when the merger has been implemented. At the same time, the merging company will erupt and the company receiving the combination will be created.
The assets and liabilities of the merging company shall not be included in the balance sheet of the acquiring company from a higher value than their financial value for the receiving company. The commitment to carry out the work or service shall not be entered in the balance sheet.
At the time of registration of the merger, the shareholders of the merging company, as well as holders of special rights for the option and other shares, shall be entitled to a merger in accordance with the draft terms of merger. New shares in the form of a merger will produce the rights of the shareholder as from the date of registration, unless the draft terms of merger provides for this later. However, the shares will bear the rights of the shareholder no later than one year from the date of registration. The shares of the merging company owned by the acquiring or merging company do not give rise to the merger consideration.
If, in order to qualify for a merger, special operations are required for the beneficiary, such as the presentation of a book of shares, and no consideration is required in this way within 10 years of the registration of the merger, the company meeting of the receiving company may: Decides that the right to a merger and the rights deriving from it are lost. The consideration received is received by the acquiring company.
The merged entity's Board of Directors and the Executive Director shall, as soon as possible after the merger, prepare the accounts and the activity report for which the annual accounts have not yet been presented at the general meeting ( Final statement ). If, according to the law or articles of association, the company has an obligation to choose an auditor, the final statement shall be given to the company's auditors, who shall, within one month, submit an audit report on the final statement. (13.4.2007)
After the operations referred to in paragraph 1, the Board of Directors shall invite shareholders to a meeting of shareholders to confirm the final statement. The meeting shall be subject to the provisions of the general meeting. (13.4.2007)
The final statement shall be reported to be registered as provided for in Article 10 of Chapter 8.
Even if the merger is registered, it will be cancelled if the merger decision according to the Court's final judgment is invalid. The merging company and the receiving company are jointly responsible for the obligation of the host company, which was incurred after the merger was registered, but before the judgment was registered.
The share company may also participate in a merger in accordance with Articles 1 and 2, in which a foreign company or a Finnish company merge with a foreign company ( Cross-border merger ).
A cross-border merger may be carried out according to paragraph 1 only if the foreign company is such a company as a company ( Foreign limited company ):
1), which is the coordination of safeguards which are required by the Member States for the protection of the interests of the Member States within the meaning of Article 58 (2) of the Treaty for the protection of their members and the interests of the outside Directive 68 /151/EEC ( Directive 68 /151/EEC ) Company or other company referred to in Article 1:
(a) with share capital or equivalent capital;
(b) has legal personality;
(c) has assets which alone are responsible for the debts of the company; and
(d) subject to conditions equivalent to those provided for in Directive 68 /151/EEC in Directive 68 /151/EEC, in accordance with national law; and
(2) is registered in another State belonging to the European Economic Area and governed by the law of another Member State of the European Economic Area on the basis of its registered office, central government or headquarters.
A company receiving a cross-border combination can be registered in a country belonging to a European Economic Area whose law does not apply to a company.
Companies participating in cross-border mergers For the purposes of this Chapter, a limited liability company and a foreign limited liability company are defined in this chapter.
Directive 68 /151/EEC was repealed by Directive 2009 /101/EC.
A Finnish limited liability company may also merge with a foreign legal entity which holds all shares of a limited liability company, on the same footing as a Finnish cooperative, a cooperative bank, a savings bank or a mutual insurance company registered in In another member of the European Economic Area and governed by the law of another Member State of the European Economic Area.
The merging Finnish limited liability company and the host foreign legal entity shall be subject to the provisions of this Chapter for cross-border mergers.
Articles 19 to 28 shall apply to cross-border mergers.
The merging companies shall draw up a draft terms of merger within the meaning of Article 3 and in this Article. On behalf of a foreign public limited company, the draft terms of merger shall be drawn up and signed by the company's competent body.
In addition to the provisions of Article 3 (2), the merger plan shall:
(1) information on the company form of the merging companies and the prospective merger consideration, as well as a proposal for the company form of the company to be formed through the merger;
(2) information on the registers to which the foreign companies involved in the merger are registered, and the contact details of the registers;
(3) in the case of absorption, the statutes of the acquiring company, as amended, within the meaning of Article 3 (2) (3);
(4) the proposal for a date from which the transactions of the merging companies are deemed to have been carried out on behalf of the acquiring company;
(5) a report on the likely employment impact of cross-border mergers;
(6) a description of the procedures for determining the modalities of employee participation in the definition of the rights of employees in the host company; and
7) an explanation of what the annual accounts of the merging companies have been used to determine the terms of the merger.
The Board of Directors of each of the merging companies shall draw up a report on the likely consequences of the merger for shareholders, creditors and employees, in so far as the consequences are not reflected in the draft terms of merger.
Each of the merging companies shall keep the account referred to in paragraph 3 to the shareholder, the creditor and the staff representatives or, in the absence of representatives, to the staff, and send a report to the shareholder, as referred to in Article 11 Provides.
Where a company receives an opinion on the report referred to in Article 3 (3), it shall be accompanied by a statement, be seen by the shareholder and sent to the shareholder, as provided for in Article 11.
The opinion of an independent expert on a Finnish limited liability company concerning a cross-border merger plan shall be governed by Article 4.
However, the governments or equivalent competent bodies of companies participating in a cross-border merger may jointly appoint one or more independent experts to establish a cross-border merger A common opinion on the draft terms of merger for all the merging companies. The joint opinion may also be designated by an independent expert in accordance with the law of the Member State whose legislation applies to a foreign company participating in the merger.
Finnish public limited liability companies participating in a cross-border merger shall notify the draft terms of merger as set out in Article 5. The notification shall be accompanied by the opinion referred to in Article 23.
The protection of creditors of a Finnish limited company is governed by Articles 6 to 8.
Articles 9 to 11 provide for the decision of the Finnish public limited company to merge. In the case of a merger in Finland, the legal effects of the merger decision in the Finnish company are governed by Article 12.
Article 13 provides for the redemption of the shares of the Finnish company's shares, as well as the rights of option rights and other equity.
If a Finnish limited company is a receiving company in a cross-border merger, the merging companies shall notify the merger to register as provided for in Article 14 within six months of the merger The participation of the Finnish companies in the merger decision and the other merging companies has been granted by the State whose legislation is applicable to a foreign company participating in the merger; The certificate of the registration authority or other competent authority, The completion and completion of the formalities.
Article 15 shall apply to the conditions of registration of the merger as referred to in this Article. In addition, it is necessary for foreign companies involved in the merger to accept the rules governing the exercise of the right of redemption and the representation of staff within the meaning of Article 13, as defined in the (725/1990) Administrative representation law ) And the fact that all companies involved in the merger have accepted the draft terms of merger under the same conditions and the certificates referred to in paragraph 1 are submitted to the registration authority.
The registration authority shall, without delay, inform the foreign registrant of the registration of the merger which has been registered by the foreign company.
The final settlement of the merging Finnish company is provided for in Article 17.
If the Finnish public limited company merger with the receiving foreign company, the Finnish companies involved in the merger will have to seek permission from the registration authority to implement the merger within six months of the merger The decision or merger shall lapse. The application shall be accompanied by the merger decisions and the declaration by the members of the board of the Finnish public limited company and the Executive Director that the merger has complied with the provisions of this law, and the certificate by the member of the Board of Directors or the Executive Director in Article 7 Of the European Union. If the redemption procedure in accordance with Article 13 has been initiated, it shall be notified to the registry authority in the context of the notification of implementation.
The conditions for granting authorisation shall be subject to Article 15 of the merger referred to in this Article. In addition, the acceptance of the redemption rights referred to in Article 13 is subject to acceptance by foreign public limited companies involved in the merger and the registration authority is presented with a report on the organisation of employee participation in the host Of Directive 2005 /56/EC of the European Parliament and of the Council on cross-border mergers of limited liability companies ( Directive 2005 /56/EC ) In accordance with Article 16. A decision on the authorisation of a registry authority shall be entered in the register.
Where the assets of a Finnish company participating in a merger within the meaning of this Article are in force within the meaning of the Merger Act (18/04/1984) , the granting of an authorisation shall be subject to the condition that a valid application for the transfer of the mortgage on the part of the branch to be submitted to Finland is pending, or that the mortgage has been amortised.
The registry authority shall issue a certificate referred to in paragraph 1 for the Finnish limited liability companies involved in the cross-border merger. The certificate issued by the Authority confirms that the Finnish companies involved in the merger have completed all the measures required for the merger and have fulfilled the formalities required by the law. The certificate shall indicate the notice of initiation of the redemption procedure in accordance with Article 13. The certificate shall be submitted within six months from the date of issue of the certificate to the competent authority of the State whose legislation is applicable to the receiving foreign company or the certificate expires.
The registration authority shall, without undue delay, remove the Finnish company from the register from the notification of the foreign authority registering the merger.
The final settlement of the merging Finnish company is provided for in Article 17.
The legal effect of the cross-border merger pursuant to Article 25 is governed by Article 16.
The assets and liabilities of the merging company shall be transferred to the recipient company referred to in Article 26 when the merger takes effect in accordance with the law of the State under whose legislation the acquiring company Is. At the same time, the merging Finnish company will erupt and the shareholders of the merging company, as well as the holders of special rights and other special rights holders, will be entitled to a merger in the form of a merger plan. In accordance with The shares of the merging company owned by the merging company do not give rise to the merger consideration.
The cross-border merger cannot be declared invalid or amended once it has entered into force in accordance with Article 27.
Stock company ( Distribution Company ) May be distributed in such a way that the assets and liabilities of the distribution company are partly or wholly transferred to one or more limited companies ( Reception Company ) And the shareholders of the distribution company receive shares in the acquiring company. The distribution formula shall also be money, other assets and commitments.
Distribution may take place in such a way that:
(1) all assets and liabilities of a distribution company shall be transferred to two or more of the receiving companies and the distribution company shall erupt ( Total breakdown ); or
2) part of the assets and liabilities of the distribution company is transferred to one or more of the receiving companies ( Partial distribution ).
For a company operating in division Means the division in which the acquiring company was established before the implementation of the distribution; and The company to be created by the division The division in which the acquiring company is established in the context of division. Distribution can be carried out at the same time as the company that operates and is established.
Companies participating in distribution For the purposes of this Chapter, the company and the receiving company.
The governments of the participating companies shall draw up a written distribution plan, which shall be dated and signed.
The breakdown plan shall include:
(1) the activities of the companies involved in the distribution, the corporate and community symbols or the corresponding identification data, as well as the seats;
2) a description of the reasons for the division;
3) a proposal for a company operating in a distribution company with a proposal for a change in the Articles of Association of the acquiring company and the company to be set up in order to establish the statutes of the company to be set up and how the The members are elected;
(4) a proposal for a breakdown of the number of shares which may be given in the form of distribution per share of the shares and whether new shares or shares held by the company are given, and a proposal for a distribution company; The number of shares of the acquiring company by share classes;
(5) a proposal for a possible alternative distribution formula and, where consideration is given in consideration to the rights of option or other equity, the conditions set out in Chapter 10, Section 3;
6) a proposal for the distribution of the distribution formula, the date of the consideration of the consideration and the other conditions relating to the provision of consideration, as well as an explanation of these criteria;
(7) a statement or a proposal on the rights of the holder of a distribution company's right of option and of a special right to share in other shares;
(8) in the distribution company, a proposal for a possible increase in the share capital of the receiving company and a proposal for a company based on the distribution of the share capital of the acquiring company;
(9) a report on the assets, liabilities and capital of the distribution company and on matters affecting their valuation, as well as a proposal for the distribution of the assets and liabilities of the distribution company to each of the participating companies; The impact on the balance sheet of the acquiring company and the accounting methods applied to the distribution;
(10) a proposal for a reduction in share capital for the distribution of funds to the receiving company or shareholders, the transfer of funds to a fund free from the free equity fund or the direct coverage of a loss to which free equity is not sufficient;
(11) the proposal for the distribution of companies participating in the division to decide on non-normal business arrangements affecting the amount of their own capital or shares;
(12) a statement of capital loans, which may be opposed by creditors in accordance with Article 6;
(13) a report on the number of shares held by the distribution company and its subsidiary and its parent company and its parent company and the number of shares in the distribution company owned by the participating companies;
(14) a statement of the business mortgages intended for the property of the companies involved in the distribution;
(15) a report or a proposal for a member of the Board of Directors and a member of the Board of Directors, the Executive Director, the auditor and the auditor giving an opinion on the distribution plan; and Rights; (13.4.2007)
16) a proposal for a planned registration date for the implementation of the division; and
17) proposal for possible other terms of distribution.
If all the shareholders of the companies involved in the distribution are agreed or distributed, all the shares of each receiving company shall be assigned to the shareholders of the distribution company In relation to its shareholding, the distribution plan does not need to be explained for reasons of division and the grounds referred to in paragraph 2 (6). (26.08.2010)
The governments of the participating companies shall appoint one or more auditors to provide an opinion on the distribution plan for each distribution company. The opinion shall assess whether the distribution plan provides the correct and sufficient information on the criteria for determining the distribution formula and the distribution of the consideration. In addition, the opinion issued to the receiving company shall state whether the distribution is likely to jeopardise the company's debts. (13.4.2007)
If all shareholders of the distribution companies agree, a statement shall be sufficient as to whether the distribution of the debts of the acquiring company is likely to be jeopardised by the distribution. It is not necessary to issue a statement to the distribution companies if all the shares of each receiving company are distributed to the shareholders of the distribution company in proportion to their shareholding. (26.08.2010)
The distribution plan shall be notified to be registered within one month of the signing of the plan. The notification shall be accompanied by the statement referred to in Article 4.
The notification shall be made by the companies involved in the distribution.
Distribution shall lapse if the notification is not filed within the time limit or is refused.
The creditors of the distribution company, whose claim has been made before the distribution plan is registered, is entitled to object to the distribution. The same right shall also apply to a creditor whose claim may be recovered without a judgment or a decision as provided for by the Law on the execution of taxes and charges and which is to be obtained at the latest on the date specified in paragraph 2. (28.12.2007)
The registry authority shall issue to the creditors referred to in paragraph 1, on application by the distribution company, an alert specifying the creditor's right to oppose the distribution by writing to the registry authority in writing, at the latest On the date specified in the alert. The lodging of an alert shall be submitted within four months of the registration or division of the distribution plan. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.
An alert shall also be issued to the creditors of the receiving company upon application by the receiving company where, according to the statement of the auditor referred to in Article 4, the distribution is liable to jeopardise the payment of the debts of the acquiring company. The creditors of the acquiring company shall then be subject to the provisions of this Chapter on the creditors of the distribution company. (13.4.2007)
No later than one month before the date of destination, the company shall send a written declaration to the known creditors referred to in Article 6 (1) who were born before the registration of the distribution plan. Where, in accordance with Article 13, a shareholder of a distribution company, or the holder of a special right of right or of a special right entitling other shares, has required redemption, the creditors shall be informed of the amounts of the shares and rights required to be redeemed. The notification may be sent only after the closure of the general meeting. However, if all the shareholders of the company and holders of those rights have given notice of the waiver or otherwise do not have the right to cash, the notification may be sent earlier.
The restructuring procedure provided for by the Law on the restructuring of the undertaking replaces the alert referred to in Article 6 and the creditor is not entitled to object to the distribution under this law if all the companies involved in the distribution are part of the same Shall be established at the same time as the group and the restructuring programme.
The breakdown plan and the annexes shall be attached to the proposal for a restructuring programme.
In a distribution company, the division is decided by the general meeting. However, if the distribution companies own all the shares in the distribution company as well as any rights of option and other special rights to justify the shares, it will be decided by the board of directors of the distribution company. (26.08.2010)
In the host company, the distribution is decided by the government. However, if the host company has less than nine tenths of the shares in the distribution company, the division will decide on the general meeting if it is required by shareholders who have at least one twentieth of the company's shares. The total volume of the company does not take into account shares which belong to the company itself or to the subsidiary of the company. (26.08.2010)
Within a period of four months from the date of the registration or division of the distribution plan, the general meeting shall be held or the distribution decision taken by the Board of Directors falls. The Annual General Meeting shall, however, be held no later than one month before the date referred to in Article 6, unless all the shareholders of the company, as well as any special rights holders giving entitlement to the option and other shares, have not given up The right to claim redemption.
The decision on the division decision shall be taken by a qualified majority within the meaning of Article 27 of Chapter 5. If a shareholder in a distribution company does not acquire the same ownership and the same rights as he has in the distribution company, the decision may only be taken by such a shareholder Consent.
The annual meeting of shareholders shall not be submitted before registration of the distribution plan. The invitation shall be submitted no earlier than two months and, unless a longer period has been laid down in the statutes, at the latest one month before the general meeting, the last date of registration referred to in Article 7 (7) or Article 2 (2) of Chapter 4; The qualifying period for the companies involved in the CIT scheme. However, in a public limited company, the invitation may be submitted no earlier than three months before the date referred to above.
In addition, an invitation shall be sent in writing to each shareholder, whose address is known to the company, in addition to what is laid down in the articles of association. The general meeting of the company divided in the invitation shall include the right to claim redemption within the meaning of Article 13 of the shareholders. The distribution company shall, within the period referred to in paragraph 1, declare the right of redemption referred to in Article 13 to holders of rights or other special rights for other shares which are entitled to claim redemption and which: The address is known to the company. If the addressee is not known to the company, the right of redemption shall also be reported in the Official Journal in the same period.
If the general meeting is not convened by the host company, the distribution shall be communicated to the shareholders in the same manner as the invitation to the general meeting. The shareholder may, within one month of the notification, request that the distribution be terminated at the general meeting.
In the host company, the notice of the meeting may be transmitted within the period referred to in Article 19 (1) of Chapter 5, if the distribution is decided at the general meeting of shareholders at the request of the shareholder and if the company's declaration referred to in paragraph 3 of this Article and The time between the date of the general meeting, the last date of notification referred to in Article 7 (7) or the date of entry into force of Article 2 (2), Section 2 (2), of Chapter 4, for a period of at least one month or more, Calling time.
The following documents shall, for a period of at least one month before the date of completion of the general meeting and the submission of the notification referred to in Article 10 (3), be held by the shareholder of each of the companies involved in the distribution. At headquarters or on the website, and shall be placed at the general meeting:
(1) the distribution plan;
(2) the annual accounts, activity reports and audit reports of the last three financial years of each distribution company;
(3) if the distribution of the last financial year of a public limited company participating in the distribution has elapsed by the date of signature of the distribution plan for more than six months, the financial statements of each such company, the activity report and the audit report; A day which shall not be three months from the date of the signing of the distribution plan or the interim report referred to in Article 5 of Chapter 2 of the Securities and Markets Act, for the first six or nine months after the last financial year;
(4) decisions on the allocation of funds which may have been made by each of the companies involved after the last financial year;
(5) interim financial reports drawn up after the last financial year of each distribution company;
(6) the report of the Government of each of the participating companies after the financial statements or the interim review of the events which have a material impact on the status of the company; and
(7) for each distribution company, the opinion on the distribution plan referred to in Article 4.
If all the shareholders of the companies involved in the distribution are agreed or distributed, all the shares of each receiving company shall be assigned to the shareholders of the distribution company In relation to its shareholding, paragraph 1 (3) shall not apply.
The documents referred to in paragraph 1 shall be sent without delay to the requesting shareholder if the documents cannot be downloaded and printed on the company's website.
In addition to the provisions laid down in paragraph 1, the company shall inform the general meeting and the other companies involved in the distribution of other events which are substantially affecting the status of the company from which the company is informed before the decision to split To do.
The distribution decision of the distribution company shall replace the distribution of the distribution of the distribution company's shareholders and the holders of special rights to the shares and other special rights holders and other activities which set up the right to: The distribution formula. The distribution plan for the distribution company also replaces the Treaty establishing the host company.
If the division is not accepted in accordance with the distribution plan without any change in any distribution company, the distribution shall lapse. The decision to reject the division or lapse of division shall be notified forthwith to the registration.
A shareholder of a company operating in a distribution company may, at a general meeting, require the redemption of its distribution, and an opportunity must be reserved for him before the division is terminated. Only those shares justify redemption which has been declared to be significant by the general meeting of shareholders or by the date of the closing date, or if the shares are part of the value-share system, the shareholder calling for redemption By the deadline referred to in Article 2 (2) (2) of Chapter 4. It is necessary to vote against the decision on the distribution.
The holder of the special rights of rights and of other equity rights may require the redemption of their rights at the general meeting to decide on the distribution of their rights, or by providing evidence to the distribution company prior to their application. The general meeting. Before deciding on the distribution, the general meeting shall be informed of the number of rights which have been claimed.
Where there is no agreement with the acquiring company, the matter shall be referred to the arbitrators, in accordance with the provisions of the Treaty, in accordance with Article 2 (1) of the Treaty. Articles 3 to 5 and 8 to 10 of Chapter 18 provide for the treatment of redemption disputes. The owner or the holder of the right shall institute proceedings no later than one month after the general meeting. After the initiation of the initiation, the shareholder has the right to a redemption price. After the initiation of proceedings, the holder of the right of option and of a special right to the shares shall be entitled only to redemption price. If the redemption process subsequently confirms that the shareholder, or the holder of a special right of option or other rights conferring entitlement to the shares, does not have the right to redemption, he shall have the right to split the distribution plan In accordance with If the distribution is broken, the redemption procedure shall also lapse.
The redemption price of the distribution consideration for the distribution of the shares in the distribution company shall be the corresponding share of the share of the share of the share of the share of the share of the share in the share of the share of the share of the share of the share of the share. The redemption price of a right of entitlement or of a special entitlement to other shares is the price of the time before the decision to split it. For the purposes of calculating the redemption price, no account shall be taken of the degrading effect of the share of the distributable company or of the right of option or of special rights conferring entitlement to other shares. The redemption price shall be remunerated at the annual rate for the period between the distribution decision and the payment of the redemption price Article 12 of the Statute, , in accordance with the reference rate in force.
The redemption price shall be paid in a month's time for the validity of the judgment, but not prior to the registration of the distribution. The redemption price may be saved as provided for in Article 11 (2) and (3) of Chapter 18.
The payment of the redemption price shall be borne by the acquiring company whose consideration has been redeemed. The companies participating in the distribution are jointly and severally liable for the redemption price of the right to option and other equity. The distribution company shall immediately inform the company responsible for payment of the redemption price.
Companies participating in the distribution shall notify the registry authority of the implementation of the division within six months of the decision on the distribution decision or lapse. The notification shall be accompanied by:
(1) the assurance of the members of the Board of Directors and the Executive Director of each distribution company that the provisions of this Act have been complied with;
(2) the auditor's certificate that the receiving company receives full consideration of the amount of its own capital and its opinion on the report referred to in Article 3 (2) (9) of the distribution plan;
(3) a certificate issued by a member of the Board of Directors or the Executive Director for the transmission of the declarations referred to in Article 7; and
4) decisions on the distribution of the companies involved.
The registry authority shall register the distribution if the creditor has not objected to the distribution, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.
If the creditor has objected to the distribution, the registry authority shall inform the company without delay after the deadline. In the case of a creditor, the division shall lapse after a period of one month from the date of receipt. However, the registry authority shall suspend the proceedings if, within one month of the date of effect, the company has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if the company and The joint creditor shall request that the proceedings be adjourned.
Distribution may be carried out even if the distribution company has been liquidated, unless the company's assets have been made available to shareholders within the meaning of Article 15 of Chapter 20.
Where the assets of the distribution company are subject to a business mortgage within the meaning of the business mortgage law, the distribution shall not be registered unless, on the basis of an application, registration of the company and the mortgage-holders is not registered Organisation. If, in addition, the acquiring company has a business mortgage within the meaning of the business mortgage law and is transferred to the company's corporate mortgage, the distribution shall not be registered unless, at the same time, it is registered on the basis of an application, and The agreement of the acquiring company and the mortgage-holders to organise the privileges of the mortgages. (28.12.2007)
The assets and liabilities of the distribution company shall be transferred to the recipient companies when the distribution is registered. However, in the distribution plan, only the assets and liabilities allocated in the distribution plan shall be transferred. At the same time, the company which distributes overall distribution is unravelled and the company receiving the distribution company is being created.
The assets and liabilities of the distribution company shall not be included in the balance sheet of the acquiring company from a higher value than the financial value of the acquiring company. The commitment to carry out the work or service shall not be included in the balance sheet.
In accordance with the distribution plan, there is a right of distribution to the shareholders of a company distributed at the time of the registration of the distribution, as well as to holders of special rights for the right of option and other equity rights. The new shares to be provided in return for distribution shall produce the rights of the shareholder as from the date of registration, unless the distribution plan provides for this later. However, the shares will bear the rights of the shareholder no later than one year from the date of registration. The shares of the distribution company, which are owned or distributed, do not give rise to the right of distribution.
If, in order to receive a split consideration, special operations such as the presentation of a book of shares are required for the beneficiary, no consideration shall be required within 10 years of the registration of the distribution of the distribution, the company meeting of the receiving company may: Decides that the right to distribution and the rights deriving from it are lost. The consideration received is received by the acquiring company.
Where there is no distribution plan in the overall distribution plan, they belong to the receiving companies in the same proportion as the net assets of the distribution company are divided according to the distribution plan, unless: Otherwise specified in the distribution plan.
The companies participating in the distribution are responsible for the debt of the company which distributers jointly and severally, before the implementation of the distribution has been registered. However, the total amount of liability of the company in respect of the liabilities of the company divided by the other company according to the distribution plan shall not exceed the value of the net assets that are to be retained or transferred to it. The creditor may claim, on the basis of solidarity, the creditor in the distribution plan only after it has been established that he or she does not receive any payment from the debtor or the security. The liability for the payment of redemption price is laid down in Article 13 (6).
Following the implementation of the division, the Board of Directors and the Executive Director shall, as soon as possible after the implementation of the division, prepare the accounts and the activity report for which the annual accounts have not yet been presented at the general meeting ( Final statement ). If, according to the law or articles of association, the company has an obligation to choose an auditor, the final statement shall be given to the company's auditors, who shall, within one month, submit an audit report on the final statement. (13.4.2007)
After the operations referred to in paragraph 1, the Board of Directors shall invite shareholders to a meeting of shareholders to confirm the final statement. The meeting shall be subject to the provisions of the general meeting. (13.4.2007)
The final statement shall be reported to be registered as provided for in Article 10 of Chapter 8.
Even if the distribution is registered, it will be cancelled if the distribution decision according to the Court's final judgment is invalid. The distribution company and the receiving company are jointly and severally liable for the obligation of the receiving company, which was born after the distribution of the distribution, but before the judgment was registered.
The share company may also participate in the division of a foreign company into a Finnish company or a Finnish company subdivided into a foreign company in accordance with Articles 1 and 2 ( Cross-border distribution ).
A cross-border distribution can only be carried out in accordance with paragraph 1 if the foreign company is such a company ( Foreign limited company ):
1) which is a company or other company within the meaning of Article 1 of Directive 68 /151/EEC:
(a) with share capital or equivalent capital;
(b) has legal personality;
(c) has assets which alone are responsible for the debts of the company; and
(d) subject to conditions equivalent to those provided for in Directive 68 /151/EEC in Directive 68 /151/EEC, in accordance with national law; and
(2) is registered in another State belonging to the European Economic Area and governed by the law of another Member State of the European Economic Area on the basis of its registered office, central government or headquarters.
Cross-border distribution companies For the purposes of this Chapter, a limited and receiving limited liability company and a foreign limited liability company.
Directive 68 /151/EEC was repealed by Directive 2009 /101/EC.
Articles 19 to 27 shall apply to cross-border distribution.
The distribution plan referred to in Article 3 and in this Article shall be drawn up by companies participating in cross-border distribution. On behalf of a foreign public limited company, the distribution plan shall be drawn up and signed by the competent body of the company.
The distribution plan shall, in addition to that referred to in Article 3 (2):
1) the forms of association of the participating companies and the proposed company as a form of company for the company to be created;
2) information on the registers to which the foreign companies participating in the distribution are registered, and the contact details of the registers;
(3) the statutes of the acquiring company, as amended, within the meaning of Article 3 (2) (3);
(4) the proposal for a date from which the transactions of the companies participating in the distribution are deemed to have been carried out on behalf of the acquiring company;
(5) a report on the likely employment impact of cross-border distribution;
(6) a description of the procedures for determining the modalities of employee participation in the definition of the rights of employees in the host company;
(7) an explanation of what the accounts of the companies involved in the distribution have been used to determine the terms of the distribution; and
(8) an explanation of how the distribution is implemented and the proposal for measures to ensure equal treatment of shareholders in a situation where the entry into force of the division is prevented by a State within the meaning of Article 25 (6).
The Board of Directors of each division involved shall draw up a report on the likely consequences of the distribution to shareholders, creditors and employees, in so far as the consequences are not reflected in the distribution plan.
Each distribution company shall keep the account referred to in paragraph 3 to the shareholder, the creditor and the staff representatives or, in the absence of representatives, to the staff, and send a report to the shareholder, as referred to in Article 11 Provides.
Where a company receives an opinion on the report referred to in Article 3 (3), it shall be accompanied by a statement, be seen by the shareholder and sent to the shareholder, as provided for in Article 11.
An independent expert's opinion on a Finnish limited liability company for a cross-border distribution plan shall be subject to the provisions of Section 4 of the auditor's opinion.
However, the governments or equivalent competent bodies of companies participating in cross-border distribution may jointly appoint one or more independent experts on the cross-border distribution of A common opinion on the distribution plan for all companies involved in the distribution. The joint opinion may also be designated by an independent expert in accordance with the law of the Member State whose legislation is applicable to a non-participating foreign company.
The Finnish public limited liability companies participating in a cross-border distribution shall declare the distribution plan to be registered as provided for in Article 5 for the registration of the plan. The notification shall be accompanied by the statement referred to in Article 22.
The protection of creditors of a Finnish limited company is governed by Articles 6 to 8.
Articles 9 to 11 provide for a decision on the distribution of the Finnish public limited company. The distribution of the distribution decision within the Finnish company is governed by Article 12 of the distribution decision.
Article 13 provides for the redemption of shares in the shares and other rights of the Finnish limited liability company.
Where a Finnish limited company is a receiving company in a cross-border distribution, the distribution companies shall inform the distribution of the distribution as provided for in Article 14 within six months of the distribution of the distribution The participation of Finnish companies in the distribution decision and other distribution companies has been given by the State whose legislation is applicable to a non-participating foreign public limited company; The certificate of division between the registry authority or other competent authority; The completion and completion of the formalities. In addition, the declaration of implementation shall be accompanied by a declaration of the members of the board of the host Finnish company participating in the distribution of the distribution company and the ceo's assurance that the assets of the distribution company come from the host Finnish company In accordance with the distribution plan, at the latest when the entry into force of the distribution is registered in Finland.
Article 15 shall apply to the conditions for the registration of distribution within the meaning of this Article. In addition, the acceptance of the rules governing the exercise of the right of redemption and the representation of staff within the meaning of Article 13 is subject to acceptance by foreign public limited liability companies in accordance with the administrative representation and all divisions The participating companies have accepted the distribution plan under the same conditions and the certificates referred to in paragraph 1 shall be provided to the registry authority.
The registration authority shall, without delay, inform the foreign registrant of the registration of the distribution to be registered by a foreign company registered in the register.
Article 17 provides for the closure of a distributed Finnish company.
If a Finnish limited company is divided into a host foreign public limited company, the Finnish companies participating in the division shall apply to the registry authority for the implementation of the division within six months of the distribution Decision or division shall lapse. The application shall be accompanied by the distribution decisions and the declaration by the members of the board of the Finnish public limited company and the Executive Director that the distribution has been followed by the provisions of this Act, and by a certificate issued by a member of the Board of Directors or the Executive Director in Article 7 Of the European Union. If the redemption procedure in accordance with Article 13 has been initiated, it shall be notified to the registry authority in the context of the notification of implementation.
The conditions for granting authorisation shall be subject to Article 15 of the distribution referred to in this Article. In addition, the acceptance of the redemption rights referred to in Article 13 shall be subject to acceptance by foreign public limited companies involved in the distribution, and the registration authority shall be informed of the organisation of the staff participation in the host institution. In a similar manner to Article 16 of Directive 2005 /56/EC. A decision on the authorisation of a registry authority shall be entered in the register.
Where the assets of a Finnish company involved in the distribution are in force within the meaning of this Article, in the case of a business mortgage within the meaning of the company anchorage, the authorisation shall be subject to the condition that a registration The application for the transfer of the mortgage to the Finnish branch to be answered or that the mortgage has been amortised.
The registry authority shall issue the authorisation referred to in paragraph 1 for the Finnish limited liability companies involved in the cross-border distribution of the certificate. The certificate issued by the Authority confirms that the Finnish companies participating in the distribution have completed all the measures required for distribution and have fulfilled the formalities required by the law. The certificate shall indicate the notice of initiation of the redemption procedure in accordance with Article 13. The certificate shall be submitted within six months from the date of issue of the certificate to the competent authority of the State whose legislation is applicable to the receiving foreign company or the certificate shall lapse.
The registry authority shall, on the basis of a declaration from a foreign registration authority, or on the basis of other reliable reports, remove the Finnish company from the register in the overall distribution without delay, and A significant distribution in the register.
Where the total breakdown or partial distribution becomes effective, due to the fact that the distribution takes effect at different times in accordance with the legislation of the various host countries, the distribution of the elements that have entered into force shall be considered: Partial distribution. The same shall be done if the entry into force of the division is prevented in a State, even if the distribution in another State has become or comes into force in accordance with the distribution plan.
Article 17 provides for the closure of a distributed Finnish company.
The division of cross-border distribution within the meaning of Article 24 is governed by Article 16.
The distribution of the assets and liabilities of the distribution company in the distribution procedure referred to in Article 25 shall be transferred to the recipient company when the distribution takes effect in accordance with the law of the State under whose legislation the acquiring company Is. At the same time, shareholders of the distribution company, as well as holders of special rights for the rights of option and other shares, shall be entitled to a distribution formula in accordance with the distribution plan. However, in the distribution plan, only the assets and liabilities allocated in the distribution plan shall be transferred. Article 16 (5) and (6) shall apply to the distribution of the assets not mentioned in the plan for distribution of companies participating in the division. The company dividing the overall distribution will erupt once the distribution has entered into force for all recipient companies.
The cross-border distribution cannot be declared invalid or amended once it has entered into force in accordance with Article 26.
Anyone with more than nine tenths of all the shares and votes of the company ( Redeemer ), is entitled to a fair price to redeem the shares of other shareholders. Shareholders whose shares may be redeemed ( Minority shareholder ), there is a corresponding right to claim redemption of their shares.
For the purposes of the application of paragraph 1:
(1) the shares and votes of the entity or the foundation in which the redeemer has control over the meaning of Article 5 of Chapter 1 of the Accounting Act; and
(2) the cashier or the entity referred to in paragraph 1, or the Foundation, together with another entity, and the votes they produce.
The calculation of the cashier's votes shall not take into account the voting limitation based on the law or the articles of association. The total share of the company and the total votes shall not take into account shares and votes belonging to the company itself or to the subsidiary of the company.
If, under paragraphs 1 to 3, a number of redeemers are redeemed, the redeemer shall be deemed to be the person most directly concerned by the majority of the shares and votes provided for in this Article.
The cashier shall inform the company without delay of the birth and cessation of the entitlement to redemption referred to in Article 1.
The company shall, without delay, declare the birth or termination of the right to claim or cease to be registered when the company has received the declaration referred to in paragraph 1 or, by the way, the right to redemption and the obligation to: Of birth or cessation.
Disputes concerning the right to redemption and the amount of redemption must be settled by arbitrators as provided for in this Chapter.
Subject to the provisions of this Chapter, the law on arbitration shall apply mutatis mutandis. (967/1992) .
The panel of the Central Chamber of Commerce shall select, on application by a party, the necessary number of impartial and independent arbitrators with the required expertise and shall determine the chairperson of the arbitrators if there are several arbitrators. The application shall specify the claim for redemption of the applicant and its criteria. A decision on the selection of arbitrators shall not be contested separately. (25/10/2015)
The arbitration procedure shall be initiated when the application or a copy is served on the other side. Where service is effected within the meaning of Article 5 (2), the procedure shall be initiated when the notification of the application is published in the Official Journal.
In the circumstances referred to in Article 1, the opening of the arbitration procedure in the circumstances referred to in Article 1 shall not result in lapsing of the right to redemption or duty.
Where a majority shareholder renounces the claim for redemption after the application of the arbitration procedure before the arbitration procedure is initiated, he shall reimburse the expenses incurred by the trustee and the minority shareholder as a result of the application of the arbitrator. For choosing. (25/10/2015)
Upon receipt of an application as referred to in Article 4 (1) of the Chamber of Commerce of the Chamber of Commerce, the Board of Appeal shall apply to the Court of Justice for the purpose of determining the interests of the minority shareholders in the arbitration proceedings, unless all parties concerned: Stated that it considers that the determination of the trustee is unnecessary or if the determination of a man is not to be regarded as unfounded, taking into account the legal security of minority shareholders and the achievement of a fair trial, The total amount of the benefit and other aspects of the minority shareholders. The competent authority is the district court of the company's seat. It can be resolved without consulting minority shareholders. The order of the trustee and the decision not to apply for a trusted man shall be entered in the trade register. The decision of the Board of Appeal for the non-application of the trustee shall not be subject to an appeal. (25/10/2015)
The trustee may receive the notification referred to in Article 4 (2) on behalf of the minority shareholders. In such cases, the redeemer shall immediately inform the minority shareholders of the main content of the application and the contact details of the trustee, as provided for in the Statutes, as specified in the Statutes, and shall also be sent in writing to them Minority shareholders whose names and addresses are known to the company. The cashier shall also publish the notice without delay in the Official Journal. (25/10/2015)
The entrusted man shall have the right and the obligation to present, on behalf of the minority shareholders, the supporting evidence and evidence on behalf of the minority shareholders. A man of faith shall not be able, on behalf of the minority shareholders, to present or accept the claim for redemption or to take action that is incompatible with the personal activities of the minority shareholder.
The remuneration of the trustee and the reimbursement of expenses shall be determined by the arbitrators in accordance with Article 8 of the arbitration procedure. After the conclusion of the arbitration procedure, the trustee shall, without delay, declare the report on the measures to be registered, which shall be deemed to have been registered to the minority shareholders. By the way, the trussed man is in force, mutatis mutandis, by the law of the guardianse (442/1999) Provides for the guardian.
If the existence of a right to redemption has been legally settled or is deemed to have been lawfully granted by the arbitrators, but the redemption price has not been agreed or imposed, the stock shall be transferred to the redeemer immediately if it imposes a guarantee on the payment of redemption by the arbitrators. Accept. The trustee will retain, if necessary, a guarantee for the eligible account.
Following the transfer of shares pursuant to Article 11 (1), the shares in the licence shall be subject to the provisions of Article 11 (3) of the share book following the deposit of the redemption price. Where the value of the value is transferred to the redeemer pursuant to paragraph 1, the relevant value-entry account shall be recognised as eligible for redemption.
The redemption price of the share shall be determined by the fair price at the time of the initiation of the arbitration procedure. An annual rate of interest shall be paid to the redemption price since three weeks have elapsed since the application of the arbitrators, Article 12 of the Statute, , in accordance with the reference rate in force. (25/10/2015)
Where redemption has been preceded by a compulsory purchase bid in accordance with Article 19 of Chapter 11 of the Securities and Markets Act, the price offered at the compulsory purchase price shall be regarded as the current price, unless there is a particular reason. (14.12.2012/756)
Where the right of redemption and redemption has been incurred in the voluntary public bid for the sale of securities in accordance with Chapter 11 of the Securities and Markets Act and the tenderer has obtained, on the basis of an offer, at least nine tenths of the bid Shares, the price of which is the price offered in the takeover bid, unless there is a specific reason for it. (14.12.2012/756)
The costs of the arbitration procedure shall be borne by the redeemer if, for a particular reason, the arbitrators do not consider it reasonable to provide otherwise.
During the arbitration procedure, the information shall be transmitted and the copy of the arbitration award shall be handed down to those who have exercised the power of speech or otherwise for the purposes of the arbitration tribunal.
The arbitrators shall notify the arbitration order within two weeks of the date of their adoption. The register shall be accompanied by a statement that the paragraphs of the arbitration ruling have been issued in accordance with paragraph 1. If the arbitration judgment is not duly notified within that period, the notification may also be made by the party concerned.
The person who is not satisfied with the arbitration judgment and the trustee may lodge a complaint with the Helsinki District Court. At the hearing of the appeal, the District Court complied with In Chapter 8 of the Court of Justice Provisions on the processing of applications. The statement of appeal, accompanied by a copy of the arbitration decision, shall be submitted to the district court no later than 60 days after the registration of the arbitration award. If the trusty man Chapter 21 of the Court of Justice Articles 4 or 5 shall, intentionally or negligently, give rise to the costs of the costs referred to in that Chapter, and may be ordered to bear the costs in question. A trusted man shall be given an opportunity to be heard before he may be required to pay the costs of the claimant. (25/10/2015)
The decision of the District Court may appeal to the Supreme Court if the Supreme Court Article 30, Section 3, of the Court of Justice Of the Court of Justice. When applying, the amendment shall apply mutatis mutandis Chapter 30 of the Court of Justice The provisions on appeal as a second instance in the court of appeal. The Court of Justice of the European Union refers to the Court of Justice of the European Union.
Where an appeal is not challenged, its implementation shall be subject to the following: (705/2007) in Chapter 2, Article 19 Provides.
The redemption price shall be paid within a period of one month from the date on which the judgment in which the redemption is imposed has received the force of the law. The stock shall be transferred to the redeemer by the payment of the redemption price, unless it has previously been transferred under Article 6.
The redemption price may be carried out by depositing it at the company's seat at the Office of the Regional Administrative Board, in such a way as to deposit money, values, securities or documents in the form of payment or exemption from other performance requirements. Law (19,1931) If the conditions laid down in Article 1 of that law are to be deposited. In this case, the Redemption shall not be allowed to retain the right to recover.
After the deposit referred to in paragraph 2, the management of the share book of shares shall only produce the right to a redemption price. The cashier shall have the right to obtain a new book of shares in place of the previously issued share book, which shall be marked as a substitute for the previous share book. If the previous stock book is subsequently released to the redeemer, it shall be cancelled.
The decision of the General Meeting to transform a private limited company into a public limited liability company shall be taken by a qualified majority within the meaning of Article 27 of Chapter 5.
A private limited company can only be converted into a public limited company if, after the change, the company meets the requirements laid down in this law and the name of the company is changed at the same time. (128/1979) Comply with the requirements laid down.
The company shall notify the change in the articles of association to be registered as a public limited liability company within one month of the decision of the general meeting or the change. The register shall be accompanied by an auditor's certificate stating that the company's own capital is at least equal to the share capital. The company turns into a public limited company, when the change in the statutes for the change in company form is registered in the commercial register. (13.4.2007)
Where a public limited liability company acquires assets within two years of the registration of a change in the form of a change in the form of a company which represents at least one tenth of the share capital of the acquisition, and the acquisition does not fall within the company's normal In the case of business or public trade in securities, the acquisition shall be subject to the same provisions as set out in Section 14 of Chapter 2.
The decision of the General Meeting to transform a public limited company into a private limited company shall be taken by a qualified majority within the meaning of Article 27 of Chapter 5. At the same time, the company's business name shall be adapted to the requirements of the operating law.
The company shall notify the change in the articles of association to be registered as a private limited company within one month of the decision of the general meeting or the change. The company will become a private limited company when the change in the statutes for the change of company form is registered in the commercial register.
A private limited company with at least three shareholders may be converted into a cooperative in such a way that shareholders of a limited company become members of the cooperative.
A private limited company with at least two shareholders can be converted into an open company or a Kommandiite company in such a way that the shareholders of a limited company become members of an open company or a limited partnership company.
The sole shareholder of a private limited company, a natural person resident in the European Economic Area, may continue to operate as a private limited company.
The decision on the change in the form referred to in Article 4 may be taken only with the agreement of all shareholders and holders of special rights to the shares and other special rights holders.
The decision referred to in Article 4 (1) shall replace the statutes of the cooperative. The decision shall include:
1) the statutes of the cooperative;
(2) contributions to Members; and
(3) the first government of the cooperative or, where the Management Board chooses the Board of Directors, the members of the Management Board and, where appropriate, the auditors. (13.4.2007)
The decision referred to in Article 4 (2) shall be the agreement of an open company or a limited partnership company.
The decision referred to in Article 4 (3) shall mention the business name of the private trader.
The company shall notify the decision on the change in the form referred to in Article 4 to be registered within one month from the date of the decision and shall apply for an alert in accordance with Article 7 against the registration authority or the decision lapses.
Upon receipt of an application referred to in Article 6, the registry authority shall issue an alert to the creditors of the company whose claim has been made before the alert has been issued. The alert shall mention the creditor's right to oppose any change in the form of a business by informing the registry authority in writing at the latest on the date specified in the alert. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.
No later than one month before the date of destination, the company shall send a written notification to the known creditors referred to in paragraph 1. A certificate of dispatch by a member of the Board of Directors or of the Executive Director shall be submitted to the registry authority at the latest on that date.
The registry authority shall inform the company without delay of any objections notified to it after the date of destination.
The registration authority shall register the change in the form referred to in Article 4 if the creditor has not objected to the change, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment.
If the creditor has objected to the change in the form of business, the change shall expire one month after the date of the date. However, the registry authority shall suspend the proceedings if, within one month of the date of effect, the company has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if the company and The joint creditor shall request that the proceedings be adjourned.
The company may be modified, even if the company has been liquidised, unless the company's assets have been made available to shareholders within the meaning of Article 15 of Chapter 20.
The change in the business form will enter into force once it is registered.
The company shall be dissolved in accordance with the provisions of this Chapter on the settlement procedure.
The company is deemed to have been liquidated if, at the end of the bankruptcy, there is no assets or a bankruptcy has been imposed.
The company may also erupt as a result of the merger or division, as provided for in Chapters 16 and 17 of this Act.
Instead of liquidation, the registry authority shall remove the company from the register if the company's assets are not sufficient to pay the liquidation costs or the amount of the assets is not available for information or the shareholder, creditor or other The costs of the clearing procedure.
The Annual General Meeting decides on the liquidation of the company. The decision shall be taken by a qualified majority within the meaning of Article 27 of Chapter 5.
Articles 18 to 22 of Chapter 5 shall be laid down in Chapter 5, at the invitation of the meeting and of the meeting documents. An invitation to the general meeting to be set up shall be submitted no earlier than two months and, unless a longer period has been laid down in the articles of association, no later than one month before the general meeting, as referred to in Chapter 5, Section 7, The date of registration or the number of companies which acceded to the CIT scheme in accordance with Section 2 (2) of Chapter 4. However, in a public limited company, the invitation may be submitted no earlier than three months before the date referred to above. In addition, the invitation shall be sent in writing to each shareholder whose address is known to the company in writing.
The registry authority shall order the liquidation or deletion of the company from the register if:
(1) the company does not have a government that is entered in the register;
(2) the company does not have a legal status under the law on the right to practise (122/1919) § 6 The representative;
(3) in accordance with Article 10 of Chapter 8, the company has not, in accordance with Article 10 of Chapter 8, communicated accounting documents within one year of the end of the financial year; or
4) the company has been declared bankrupt which has lapsed as a result of lack of funds.
The order shall be given, unless it is shown that there is no longer any justification for it.
In the circumstances referred to in Article 4 (1) (1) to (3), the registry authority shall call on the company to remedy the deficiencies in the information entered in the register. If the deficiencies are not remedied, the request shall be sent to the company in writing and the request shall show that the company may be ordered to liquidate or withdraw from the register, unless it is remedied by the deadline. This invitation shall be published in the Official Journal no later than three months before the date of destination. At the same time, the shareholders and creditors who wish to submit comments on the imposition or removal of the register shall be invited to make comments in writing by the deadline. This can be resolved, even if the company could not appear to have received a request.
The registration authority shall be entered in the register, as referred to in paragraph 1, on its own motion.
A case may be initiated by a government, a member of the Board of Directors, a member of the Board of Directors, an auditor, a shareholder, a shareholder, a creditor or any other person whose right may depend on the clearance of the register referred to in Article 4. Appropriate registration or liquidation. The registry authority may also refer to it on its own initiative.
The purpose of the settlement procedure is to settle the assets of the company, to liquidate the necessary assets, to pay the debts and to carry out the surplus to the shareholders or to others according to the articles of association. The Annual General Meeting may, in accordance with Article 19, decide to terminate the liquidation and continue the activities of the company and take the necessary decisions in this regard.
If the assets of a company in liquidation are not sufficient to repay its debts, the liquidator shall apply for the liquidation of the company.
The liquidation shall begin when a decision has been taken, unless the general meeting orders a later date for the commenting of the liquidation.
At the same time, when a decision is taken on liquidation, one or more liquidator shall be elected to replace the Board of Directors and the Executive Director and the Management Board. The settlement man shall be subject to the provisions of this Act as provided for in this Act, subject to the provisions of this Chapter. The decision shall withdraw the right to represent the company referred to in Article 26 of Chapter 6, unless otherwise indicated in the decision.
Clearing men handle the affairs of the company during the liquidation. They shall, as soon as possible, liquidate the amount of the company's assets and pay the company's debts. The business of the company may be continued only to the extent required by the appropriate explanation. The term of office of the clearing members will continue until further notice.
The registry authority shall assign a competent clearing member to a company which does not have it. The order may be applied to the person whose right may depend on the fact that the company has a representative. If the company's assets are not sufficient to pay the liquidation costs or the amount of the assets is not available, or the shareholder, creditor or other claim to bear the costs of the liquidation procedure, the registry authority shall prescribe the liquidation of the liquidator. Remove the company from the register.
The liquidation status and liquidators shall be entered in the register. When the General Meeting has taken a decision on the liquidation and settlement of the liquidator, the liquidator shall immediately notify the decision to register.
If necessary, the clearing members shall prepare annual accounts for the period prior to the liquidation of which no financial statements have been made at the general meeting. If, according to the law or articles of association, the company has an obligation to choose an auditor, the accounts shall be audited. A member of the Board of Directors and the Executive Director shall contribute to the preparation of the financial statements for a reasonable fee.
The general meeting of a company in liquidation shall be subject to the provisions of this Act concerning the general meeting, subject to the provisions of this Chapter.
For each financial year, the clearing members shall draw up the annual accounts and the activity report, which shall be submitted to the Annual General Meeting.
The duties of auditors shall not cease to be settled by the company. During the liquidation period, Chapter 7 shall comply with the provisions of Chapter 7 on the audit and special audit. The audit report shall contain a statement as to whether the liquidation is unnecessarily prolonged and whether or not the liquidators have acted appropriately.
Clearers must apply for a public challenge to the company's creditors. The challenge is requested from the registries agency, which represents a challenge to the register. Otherwise, the challenge will be valid, which is the law on the public challenge. (2003) Provides.
After the day of the public challenge to the creditors of the company, the liquidators will, once all known debts have been paid, share the company's assets. If the debt is debatable, undue or otherwise cannot be paid, the necessary resources must be separated and the residual amount allocated. The shareholder is entitled to a share in the net assets of the company if it is not otherwise provided. The owner and the rest of the pay-as-you-go security may be given an advance on his/her share of the security.
If the shareholder wishes to blame the division, the action against the company shall be instituted within three months of the date of submission of the final statement at the general meeting.
If, within five years of the date of submission of the final statement at the general meeting, a shareholder or a shareholder is not entitled to a share of the distributions, he has lost his right to do so. The procedure where the company becomes funds after the liquidation is provided for in Article 18.
After carrying out its duties, the liquidator shall, without undue delay, provide the final statement of administration by drawing up a report on the whole settlement procedure. The report shall include a description of the distribution of the company's assets. The report shall be accompanied by financial statements, operational reports and possible audit reports for the period of liquidation. Where, in accordance with the law or articles of association, the company has an obligation to select an auditor, the report and its annexes shall be submitted to the company's auditors, who shall, within one month, provide for final accounts and for the management of the liquidation The audit report.
The shareholders shall, without delay after the operations referred to in paragraph 1, invite the shareholders to the general meeting to check the final statement. However, at the invitation of the meeting and the meeting documents, they shall be kept and dispatched in Section 18 to 22 of Chapter 5, subject to the provisions of the final statement as to which the annual accounts shall be governed. The final statement shall be reported to be registered as provided for in Article 10 of Chapter 8.
The company shall be deemed to be dissolved once the liquidators have submitted the final statement at the general meeting. Clearing men shall immediately report the discharge to be registered.
After dissolution, the company cannot acquire rights or enter into commitments. On behalf of the company, the action taken by the company following its liquidation shall be jointly and severally liable. However, the clearing members may take the measure to start clearing operations or declare the company bankrupt. The other party to the contract with the company following its discharge may waive the contract if he did not know about the termination.
The liquidation shall be continued if new assets emerge following the winding-up of the company, an action to be taken against the company or an otherwise required liquidation. Settlement agents shall, without delay, make a notification of the extension of the liquidation notification for the purpose of registration. The invitation to the first general meeting of the continued liquidation shall be submitted in accordance with the articles of association. In addition, a written invitation shall be sent to each shareholder whose address is known to the company.
However, if the extension of the settlement procedure is not deemed necessary, the liquidators may take the necessary measures. The clearing members shall draw up a report on their measures and provide it to the shareholders and the other eligible. The low share can be accounted for by the State.
The liquidation order shall not be continued if the company's assets are not sufficient to provide information or the amount of the assets or the shareholder, creditor or other claim to bear the costs of the settlement procedure.
If the general meeting has taken a decision on the liquidation of the company, the general meeting may decide, by a qualified majority within the meaning of Article 27 of Chapter 5, that the liquidation shall be terminated and the company's activities continued. If the liquidation is based on the order of the articles of association, it is not possible to decide whether to continue operating until the order has been amended. The liquidation shall not, however, be terminated if the shareholder or other party has been awarded the allocation referred to in Article 15 (1).
When a decision has been taken to terminate the liquidation, the company shall be selected in accordance with this law and the articles of association.
The decision to terminate the liquidation and the selection of the management shall be notified immediately after the selection of the management. The public face claimed by the company's creditors lapses when the liquidation of the liquidation is registered. Clearing officers shall submit a final statement pursuant to Article 16.
The company has been removed from the register when the decision is entered in the register.
Where appropriate, the company deleted from the register shall be represented by one or more representatives. Representatives shall be elected and separated at the shareholders' meeting which shall be governed by the provisions of the general meeting. Article 22 provides for the ability of representatives to act on behalf of the company. The representatives shall otherwise be subject mutatis mutandis to the settlement of the liquidators.
If the company removed from the register does not have a representative, the submission of a subpoenas and other service shall be subject to the provisions of Article 5 (2) of Chapter 24.
Where appropriate, the provisions of Article 17 (2) shall apply to the company deleted from the register. However, representatives of the company are represented by Article 21 (1).
Notwithstanding paragraph 1, representatives of the company deleted from the register may take measures which are necessary to pay the company's debt or to maintain the value of the company's assets. Where appropriate, transactions on behalf of the company shall be entered in the company's accounts. As regards the effect of the abolition of the register, the validity of the business mortgage is laid down in the business mortgage law.
The assets of the company which has been removed from the register shall not be distributed to the shareholders or to any other party entitled to the allocation without the liquidation procedure. However, representatives of the company may, five years after the removal from the register, distribute any share of the company's assets to the shareholders or any other eligible portion of the company if the company's assets do not exceed eur 8 000 and the company does not: Known debts. The funds have been received by the amount of the assets they receive from the company's debts.
If, after removal from the company's register, clearing operations are required, the registry authority shall, upon application by the authority concerned, order the liquidation of the company. However, the order shall not be provided where the company's assets are not sufficient to carry out the liquidation or the amount of the assets, or the shareholder, creditor or any other claim to assume the costs of the liquidation procedure.
If the company's Board of Directors finds that the company's own capital is negative, the Board of Directors shall immediately make a declaration of the loss of the share capital. The entry for the loss of equity capital may be removed on the basis of the company's registry declaration, where the company's own capital is in the balance sheet and the other settlement in accordance with paragraph 2, annexed to the registration declaration Over half of the share capital. If, according to the law or articles of association, the company has an obligation to choose the auditor, the balance sheet and the rest of the report shall be audited.
The capital amount referred to in Chapter 12 shall be counted as equity capital as referred to in Chapter 12. Furthermore, the difference between the depreciation of the company's assets and the depreciation of the plan ( Depreciation differential ) And the company's voluntary reserves will be taken into account as capital increases. If the probable supply price of the company's assets is otherwise than temporarily higher than its book value, the difference between the probable supply price and the book value shall also be taken into account as an increase in equity. The capital injections referred to above shall be subject to special care and shall be accompanied by a reasoned explanation in the activity report or under Article 5 (1) of Chapter 8 of the balance sheet.
If the government of a public limited liability company finds that the company's own capital is less than half of the share capital, the Board of Directors shall, without delay, draw up a financial statement and a report on the financial situation of the company. If the company's equity capital is less than half of the share capital, the Board of Directors shall, without delay, convene a general meeting to decide on any measures to be taken to restore the financial position of the company. The Annual General Meeting shall be held within three months of the preparation of the accounts. The provisions of Chapter 5, Section 21 shall apply to the holding of financial statements and the activity report and to the supply of shareholders to shareholders.
An application to initiate the procedure laid down in the company's restructuring law may be initiated by a decision of the general meeting. The government can also make an application if it is urgent. In this case, the Board of Directors shall convene a general meeting of shareholders without delay to consider the extension of the application.
The company's assets may be released into bankruptcy by the Board of Directors or, if the company is in liquidation, on the basis of the decision of the liquidator. During the course of the course, the company is represented by the government and the managing director, or the liquidators selected before the start of the bankruptcy. During the course of the course, new members of the government or new liquidator may be selected.
If, at the end of the bankruptcy, there are no assets or assets remaining in the event of bankruptcy, the company shall be deemed to have dissolved once the final statement of bankruptcy has been accepted.
If, at the end of the bankruptcy, there is nothing left to be settled in bankruptcy and the company has not been liquidated, the Board of Directors shall immediately convene a general meeting to decide whether or not to convene a general meeting. The company's activities or whether the company should be liquidised. If the general meeting decides that the company is to continue its activities, the Board of Directors shall immediately make this notification for the purposes of registration. If the company was declared bankrupt in liquidation, the provisions of Article 18 shall apply.
If the company's bankruptcy has ended and the company shows up, the bankruptcy law (120/2004) Provisions for ex post recovery. If, following the bankruptcy of the company, funds remain, it shall be treated as provided for in paragraph 3.
A shareholder may blame the decision of the general meeting on a complaint against the company if:
(1) the procedure in question has not been followed in accordance with the procedural provisions of this law or the provisions of the articles of association and the error may have affected the content of the decision or otherwise the rights of the shareholder; or
(2) the decision is contrary to this law or to the articles of association.
The reference shall be raised within three months of the date of the decision. If the action is not brought within the time limit, the decision shall be considered valid.
The decision of the general meeting referred to in Article 1 (1) shall be invalid if:
(1) no provisions or provisions relating to the invitation or invitation to the meeting have been substantially infringed;
(2) the consent of the shareholder, referred to in Article 29 (1) or (2) of Chapter 5, which has not been obtained;
(3) the decision is manifestly contrary to the principle of equality referred to in Chapter 1, Article 7 and the consent of the shareholder referred to in Article 29 (3) of Chapter 5 has not been obtained; or
(4) the law should not have been adopted by law, even with the consent of all shareholders.
Such a decision shall not apply to the period laid down in Article 1 (2) within the time limit. However, the application for a merger or division decision cannot be brought when more than six months have elapsed since the merger or the registration of the division.
Where a decision taken by the Board of Directors pursuant to a mandate pursuant to a mandate is such as provided for in Article 2 (1) (2) to (4), it shall be subject to the provisions of the relevant decision of the general meeting.
In the judgment in the case of a claim, the decision may be declared invalid or may be amended by the applicant. At the same time, the applicant's request may be prohibited from enforcing an invalid decision. A decision can only be taken if it can be established what the content of the decision should have been.
The judgment in which the decision of the general meeting has been declared invalid or amended shall also apply to those shareholders who have not joined the proceedings.
A member of the Board of Directors, a member of the Board of Directors and the Executive Director shall, in breach of the duty of care provided for in Article 8 of Chapter 1, be responsible for the damage caused to the company by intent or negligence.
A member of the Board of Directors, a member of the Board of Directors and the Executive Director shall also replace the damage which he or she has in his or her duties to the company, the shareholder or the company which has been intentionally or negligently contravened the law or the articles of association. Other person.
Where the damage has been caused by an infringement of this law by means other than the principles referred to in Chapter 1, or where the damage has been caused by breach of the order of the articles of association, the damage shall be deemed to have been caused by negligence unless: The one responsible for the conduct of the procedure is carefully considered. The same shall apply to the damage caused by a measure taken in the interest of the company within the meaning of Article 6 (2) of Chapter 8.
The shareholder shall compensate the company, the other shareholder or any other person, whether intentionally or negligently, by contributing to the breach of this law or of the articles of association.
The damage caused by a measure in favour of a company within the meaning of Article 6 (2) of Chapter 8 shall be deemed to have been negligent if the shareholder does not show that he has lost his mind.
The President of the General Meeting shall replace the damage he or she has in his or her duties to the company, the shareholder or any other person, intentionally or negligently, by a breach of the law or order of association.
The liability of the auditor is laid down in Section 3 of Chapter 10 of the Court of Auditors.
L to 1147/2015 Article 4 enters into force on 1 January 2016. The previous wording reads:
The statutory auditor's liability is governed by Article 51 of the Court of Auditors.
As regards the settlement of damages and the division of liability between two or more liable parties, the (1999) Chapters 2 and 6 provide.
In accordance with Section 2 of Chapter 6 of this Act, the cases relating to entitlement to damages under Articles 1 to 3 and Section 3 of Chapter 10 of the Code of Auditing are decided by the Board of Directors. However, they can also be decided at the general meeting. (18/05/2015)
L to 1147/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:
Articles 1 to 3 of the company and the right to compensation for damages under Article 51 of the Accounting Act shall be decided by the Board of Directors in accordance with Section 2 of Chapter 6. However, they can also be decided at the general meeting. (13.4.2007)
The decision to grant a discharge to a member of the Board of Directors, to members of the Board of Directors or to the Executive Director shall not be binding if no substantive and adequate information is provided to the general meeting on grounds of liability The decision or measure. The decision to grant discharge is not binding on the liquidator of the company's bankruptcy or the law on restructuring of the company if the company is declared bankrupt or the restructuring proceedings are initiated on an application within two years. Decision.
One or more shareholders shall have the right to pursue an action in their own name for the purpose of compensation for damages pursuant to Section 3 of Chapter 10 or Chapter 10 of the Code of Auditing, if it is likely that the company will not take care of the claim. The application for damages and: (18/05/2015)
L to 1147/2015 The amended recital enters into force on 1 January 2016. The previous wording is: one or more shareholders have the right to pursue an action in their own name for damages to the company under Article 1 to 3 or Article 51 of the law of the Court of Auditors, if the action is likely to be brought forward, The company does not concern itself with the application of the claim for damages and:
(1) the applicants then have at least one tenth of all shares; or
(2) it is demonstrated that failure to comply with the claim for damages would be contrary to the principle of equality laid down in Article 7 of Chapter 1.
The company shall be given an opportunity to be heard, unless it is manifestly unnecessary. The interests of the shareholders are borne by the shareholders themselves, but they are entitled to receive compensation from the company, in so far as the financial resources available to the company are sufficient for the company.
If, by decision of the general meeting, the liability has received a discharge, the action shall be taken within three months of the decision of the general meeting. However, if, as provided for in Article 7 (7) of Chapter 7, the same general meeting has required and supported the submission of a specific inspection, the action may, however, always be raised within three months of the submission of the audit opinion At the general meeting or the application for the control of the inspector.
The shareholder is not entitled to compensation for the damage caused to the company.
Under Article 3 (3) of Chapter 10 of this Chapter or of the Court of Auditors, an action based on a non-punishable offence shall be raised: (18/05/2015)
L to 1147/2015 The amended recital enters into force on 1 January 2016. The previous wording reads as follows: Article 51 of this Chapter or Article 51 of the Court of Auditors shall require an action based on a non-punishable offence:
(1) against a member of the Board of Directors, a member of the Management Board or the Executive Director within a period of five years from the end of the financial year in which the decision was taken or the measure on which the action was based;
(2) against the auditor within five years of the submission of an audit report, statement or certificate; and
(3) against the shareholder or the chairman of the general meeting within five years of the decision or measure on which the action is based.
The articles of association may not restrict the right to compensation for damages in accordance with Section 3 of Chapter 10 of this Chapter or of the Court of Auditors, if the damage is caused by: (18/05/2015)
L to 1147/2015 The amended recital enters into force on 1 January 2016. The previous wording reads: The articles of association may not restrict the right to compensation for damages in accordance with Section 51 of this Chapter or the Court of Auditors, if the damage is caused by:
(1) by infringing the provisions which cannot be derogated from by order of the articles of association; or
2) Incidentally, on purpose or gross negligence.
The company's right to compensation may otherwise be restricted in the order of association only with the consent of all shareholders.
The articles of association may not restrict the right of a shareholder or any other person to damages or to claim damages in accordance with Section 3 of Chapter 10 of this Chapter or the Accounting Act. (18/05/2015)
L to 1147/2015 (3) will enter into force on 1 January 2016. The previous wording reads:
The articles of association may not restrict the right of a shareholder or any other person to damages or to claim damages in accordance with Article 51 of this Chapter or the Code of Auditing. (13.4.2007)
The shareholder of the other shareholder shall be required, within a period of time, to redeem this stock if:
(1) the shareholder has deliberately misused its influence in the company by means of an infringement of the principle of equality laid down in Chapter 1, Article 7, or any other breach of this law or of articles of association; and
(2) the legal protection of another shareholder is subject to redemption, taking into account the likelihood of a continuation of the procedure referred to in paragraph 1 and other relevant factors.
The price of a ransom must be determined by the fair price that the share would have without any abuse of influence.
The company shall be given an opportunity to be heard, unless it is manifestly unnecessary.
The company shall provide for the liquidation of a shareholder against the company if:
(1) the conditions laid down in Article 1 (1) for the redemption of the applicant's shares are in place, but the misuse of influence is not likely to be fulfilled; and
(2) Whereas, in view of the need and interests of shareholders, the liquidation of the company is very pressing.
Other shareholders may be given an opportunity to be heard if deemed necessary.
The company assigned to the liquidation shall be dissolved in accordance with the provisions of Chapter 20 concerning the settlement procedure. At the same time, the court or tribunal shall prescribe one or more of the liquidator referred to in Article 9 of Chapter 20.
Rather than imposing a liquidation, the court or tribunal shall order the company to be removed from the register within the meaning of Chapter 20, where the company's assets are not sufficient to carry out the liquidation or the amount of the assets nor the shareholder, The creditor or any other claim to bear the costs of the liquidation.
Notwithstanding the legal position of the dispute In Chapter 10 of the Court of Justice , the application of this law may also be examined in the district court of the company's place of residence.
The issue of payment or security for which the judgment in Chapter 14, Section 5, Article 15, Article 15, or Article 8 of Chapter 19 of Chapter 19 of Chapter 19 of the judgment is a condition for registration, must be addressed as a matter of urgency.
The matter of the decision referred to in Chapter 21 shall be dealt with as a matter of urgency.
The order order to deal with the dispute in the arbitration procedure is binding on the company, the shareholder, the Board of Directors, the Board of Directors, the Board of Directors, the Board of Directors, the Executive Director and the auditor, in accordance with the arbitration agreement, as in the case of: The arbitration law provides for the arbitration procedure. The provisions of the Articles of Association shall be binding on the parties to the dispute to deal with the dispute arising from the redemption of the redemption clause as referred to in Article 7 (7) of Chapter 3.
However, the order of the articles of association referred to in paragraph 1 shall apply only to the application for the period after registration of the order.
The statutory arbitration procedure applicable to certain redemption disputes is governed by Article 13, Article 13, Article 13 and Article 18 (3) to (10).
The summons and any other service shall be deemed to have been communicated to the company when it has been notified to a member of the Government, to the Executive Director or to any other person who, individually or in combination with another, is entitled under this law to represent the company.
Unless any of the representatives of the company referred to in paragraph 1 have been registered in the trade register, service may be effected by handing over documents to a person employed by the company or, if no such person is met, the company's seat. The police authority, in addition to Article 7 of Chapter 11 of the Court of Justice (2) to (4).
Where a solution concerns a significant aspect of the trade register, the court or arbitral tribunal shall, without undue delay, inform the registry authority of its decision. The court or tribunal shall also inform the register of the validity of the decision.
Every intention.
(1) infringes the prohibition of Article 1 (2) of Chapter 1 on the admission of a private limited liability company to trading on a regulated market within the meaning of the law on trade in financial instruments; (14.12.2012/756)
(2) infringes the provisions laid down in Article 14 (2), Article 4 (4), Article 4 (4) or Article 19 of Chapter 19 of the statutory auditor, (13.4.2007)
(3) acting as an intermediary for the purpose of circumventing the provision of this law or of the articles of association concerning the limitation of voting rights; or
(4) the protection of the shareholder or creditors of the company in breach of the provisions of this Act;
Shall be condemned, if the act is not minor or otherwise provided for by law, On a limited liability company Fine or imprisonment for a period not exceeding one year.
Every intention.
(1) have failed to comply with the provisions of Chapter 3 of the list of shareholders or shareholders or to maintain them;
(2) in breach of Article 23 (4) of Chapter 5 on the keeping of the minutes of the general meeting;
(3) infringes the provision of Article 2 (1) of Chapter 18 for notifying the company or the obligation to notify the company; or
(4) violates the provisions of this Act concerning the adoption of the financial statements, the activity report or the consolidated financial statements, or the adoption of a final statement on the merger, division or liquidation of a limited liability company,
Shall be condemned, if the act is not minor or otherwise provided for by law, On a limited liability company Fine.
The partial infringement is also condemned by the person who is negligent in the manner referred to in paragraph 1 (4).
The entry into force of this Act shall be regulated by law.
THEY 109/2005 , TaVM 7/2006, EV 63/2006 Council Directive 68 /151/EEC (319868l0151); OJ L 65, 14.3.1968, p. 8, Directive 2003 /58/EC of the European Parliament and of the Council (32003L0058); OJ L 221, 4.9.2003, p. 13, Council Directive 77 /91/EEC (31977L0091); OJ L 26, 31.1.1977, p. 1, Council Directive 92 /101/EEC (31992L0101); OJ L 347, 28.11.1992, p. 64, Council Directive 78 /855/EEC (31978L0855); OJ L 295, 20.10.1978, p. 36, Council Directive 78 /660/EEC (31978L0660); OJ L 222, 14.8.1978, p. 11, Council Directive 82 /891/EEC (31982L0891); OJ L 378, 31.12.1982, p. 47, Council Directive 83 /349/EEC (31983L0349); OJ L 193, 18.7.1983, p. 1, Council Directive 89 /667/EEC (31989L0667); OJ L 395, 30.12.1989, p. 40This Act shall enter into force on 1 July 2007.
THEY 194/2006 , TaVM 33/2006, EV 293/2006
This Act shall enter into force on 31 December 2007.
Following the adoption of this law, the registry authority may register and announce a merger or division or a Finnish public limited company involved in a merger or division or a merger or division Shall submit an invitation to the general meeting to approve the plan as provided for in this Act.
THEY 103/2007 , EV 115/2007, Directive 2005 /56/EC of the European Parliament and of the Council, OJ L 310, 12.7.2005, p. 1 TO 9
This Act shall enter into force on 3 August 2009.
Instead of an anti-law provision contained in the articles of association, this law is observed. The order of the articles of association which is contrary to this law must be brought into line with this law. The change shall be registered at the same time as any other change in the statutes is notified to be registered, but no later than three years after the date of entry into force of this Act. The registry authority may impose a periodic penalty payment on the company as a synergist.
THEY 52/2009 , TaVM 8/2009, EV 98/2009, Directive 2007 /36/EC of the European Parliament and of the Council (32007L0036); OJ L 184, 14.7.2007, p. 17
This Act shall enter into force on 31 December 2009.
THEY 238/2009 , TaVM 29/2009, EV 256/2009
This Act shall enter into force on 1 January 2010.
Before the entry into force of this Act, measures may be taken to implement the law.
THEY 161/2009 , HVM 18/2009, EV 205/2009
This Act shall enter into force on 1 January 2010.
Upon entry into force of this Act, pending proceedings:
1) The right of the Kuopio district court to the district court of North Savo;
2) On the Lahti District Court of Päijät-Häme;
3) from the Tampere District Court to Pirkanmaa District Court;
4) From the District Court of Turku to the Supreme Court of Finland;
5) From Vaasa's District Court to the North District Court.
Before the law enters into force, action can be taken to enforce the law.
THEY 227/2009 , LaVM 18/2009, EV 240/2009
This Act shall enter into force on 1 September 2011.
THEY 4/2011 , TaVM 2/2011, EV 4/2011
This Act shall enter into force on 1 January 2013.
THEY 32/2012 , TaVM 11/2012, EV 117/2012
This Act shall enter into force on 1 January 2014.
THEY 71/2013 , TaVN 22/2013, EV 109/2013
This Act shall enter into force on 1 January 2016.
THEY 254/2014 , TaVM 34/2014, EV 371/2014
