English
1/ Merger or division shall have the effects that follow.
a) The winding up of the business organization that
ceases to exist without the need for liquidation;
b) The transfer of all the assets and liabilities of the
business organization that ceases to exist owing to
the merger or division to the acquiring or newly
formed business organization;
c) The issuance of shares in exchange to the
shareholders or partners of the business
organization that is wound up in the acquiring or
newly formed business organization, and payment
in cash, if need be, on the basis of the conditions set
out in the merger or division plan;
d) Conferral of shares on members of the business
organization that transferred a portion of its assets
or a business unit to a business organization under
formation or to an existing organization in the
transferring organization itself or the newly formed
business organization or the organization to which
the assets are transferred, depending on the terms of
their agreement.
2/ Notwithstanding the provisions under Sub-Article
(1)
(c) and
(d) of this Article, no shares shall be issued in
exchange for the shares in the business organization
engaged in merger or division under the following
circumstances:
a) shares held in the business organization undergoing
merger or division by the acquiring business
organization itself directly or indirectly through a
person acting in his own name but on its behalf;
b) shares held in the business organization undergoing
merger or division by such organization in itself
directly or indirectly through a person acting in his
own name but on its behalf.
3/ Starting on the effective date, the merger or division
may only be annulled by order of the court.
4/ The court may annul a merger or division pursuant to
Sub-Article
(3) of this Article only if, the
requirements of this law for drawing up a merger or
division plan or approval of the plan by the general
meeting of shareholders or partners, as the case may
be, of each of the business organizations that
underwent merger or division have not been
observed.
