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Tekijä:Kocbek, M.
Otsikko:Fusions of joint-stock companies and other business companies
Lehti:Pravnik
1994 : VOL. 49:10-12, p. 353-368
Asiasana:
Vapaa asiasana:Slovenia, business law, business
corporations, joint stock company,
pooling, legislative procedure, capital,
property, indemnity responsibility, laws
Kieli:slv
Tiivistelmä:In the article the author discusses the regulation of fusions of joint stock companies and other business companies under the new regulation in Slovenia.He discusses in detail both phenomenons of merging, i.e. uniting and amalgamation.The Law of Business Companies regulates both forms of fusions for joint stock companies.It also defines with great precision the procedure, the capital questions of execution and other attributes of legal status. The author analyses also other cases of mergers: uniting of limited liability companies with joint stock companies and merging of joint stock company with other companies as well as the transfer of property as a special case of uniting. Although the Law of Business Companies explicitly determines only merging of limited partnerships with a joint stock company, the author supports the standpoint regarding the general provision of the associating companies, that it is not contrary to our new law of compa nies, if any other company is united to a joint stock company, or if a joint stock company is amalgamated with other legal organizational forms of companies into a new absorbing company.On the analogy of uniting and merging of joint stock companies also partnerships and combined partnerships can associate with joint stock companies.Here the author points to the regulation of liability, if the existing shareholders and/or partners in a joint stock company get the position of a liable partner by different forms of associations, and in the contrary case, if personally liable partners in partnerships get the position of a personally non-liable partner in a joint stock company after the association.A special case of uniting is the process of the transfer of assets of the company as a whole to the Republic of Slovenia or to a local community in the Republic of Slovenia.Such a transfer results in the dissolution of the company.
SCIMA tietueen numero: 145740
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