Issuance of shares in the establishment and reorganization...

Issue of shares in the establishment and reorganization of a credit institution

When creating a credit organization in the form of an AO through the establishment or reorganization (merger, division, spin-off or conversion from LLC to JSC), all shares must be placed among its founders.

The placement of securities during the reorganization of credit institutions in the form of conversion, merger, merger, division is carried out by conversion.

The placement of securities in the allocation of credit institutions is carried out by:

- Conversion;

- the distribution of shares created when the credit organization is allocated to the shareholders of the credit institution reorganized through such a spin-off

- the acquisition of shares created by the allocation of a credit institution by the most credit institution, reorganized through such separation.

When a credit institution is established, the categories and types of shares to be placed among the founders, as well as the amount of the authorized capital, are determined in a written agreement on the establishment of the credit organization. In the case of the establishment of a credit institution by one person, the decision to establish should determine the amount of the authorized capital of the credit organization, the category (types) of shares, the size and procedure for their payment.

The shares of an affiliated credit organization may be converted into shares purchased and/or repurchased by the credit institution to which the connection is made and (or) placed at the disposal of this credit institution and/or its additional shares.

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The procedure for the issue of shares of a credit institution, reorganized by the accession to it of another credit organization, and the procedure and conditions for converting shares of the merged credit organization into shares of the credit institution to which the connection is made, are determined in the agreement of accession, approved by the shareholders (participants) of each credit organization involved in the reorganization.

The shares of the credit institution to be affiliated with the credit institution to which the connection is made, the shares of the credit institution to which the connection is made, belong to the merging credit organization, if so provided by the interconnection agreement, as well as own shares belonging to the acceding credit organization are repaid.

The procedure for issuing shares of a credit institution created through a merger, as well as the procedure and conditions for converting shares (stakes) of each credit institution into shares of a new credit institution are determined in a merger agreement approved by the meeting of shareholders (participants) of each credit institution participating in the merger .

Upon merger of a share (share) of a credit institution belonging to another credit institution participating in the merger, as well as own shares (shares) belonging to a participating credit institution, they are exchanged for shares of the newly created credit institution. Simultaneously, shares (stakes) of a credit institution belonging to another credit institution participating in a merger, as well as own shares (shares) belonging to a participating credit institution are merged.

The procedure for issuing shares of credit institutions created when the credit organization is divided, as well as the procedure and conditions for converting shares (stakes) of the reorganized credit institution into shares created by the division of credit institutions is determined by the board of directors (supervisory board) of the reorganized credit organization and approved by the general meeting of its shareholders (participants).

Each shareholder of a reorganized credit institution that voted against or who participated in the voting on reorganization should receive shares of each credit organization created as a result of the separation, granting the same rights as shares held by him in the reorganized credit institution, in proportion to the number of shares owned by this credit organization.

The procedure for the issue of shares of newly created credit institutions through the separation, as well as the definition of the terms and procedure for converting shares (shares) of a reorganized credit institution into shares of allocated credit organizations, is established by the board of directors (supervisory board) being reorganized in the form of a credit organization and approved by its general meeting shareholders (participants).

If the decision on the reorganization of a credit institution in the form of a spin-off provides for the conversion of the shares of the reorganized credit organization into shares of the newly created credit organization created or distributed among the shareholders of the reorganized credit organization, each shareholder of the reorganized credit organization that voted against or did not participate in voting on the issue reorganization, must receive shares of each of the credit institutions created as a result of the allocation, providing the same amount av, as the shares belonging to him in the reorganized credit organization, in proportion to the number of shares of this credit organization belonging to him.

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The shares of the credit organization when it is established should be fully paid within 30 days from the date of issuance of the certificate of state registration by the credit organization.

When reorganizing a credit institution, shares can only be converted into shares. In this case, common shares can be converted only into ordinary shares, and preferred shares into ordinary or preferred shares.

Bonds and options of the credit organization - issuer can be converted only into bonds and options of the credit organization - issuer, respectively. At the same time, one bond must be converted into one bond that provides the same rights, and one option of the credit organization - issuer - into one option of the issuing credit organization that provides the same rights.

The placement of securities of a credit institution created as a result of merger, division, separation and transformation is carried out in accordance with the merger agreement, the decision to divide, allocate, convert on the day of state registration of this credit institution. Placement of securities of the credit institution to which the connection is made is made in accordance with the agreement on accession on the date of entry into the unified state register of legal entities of an entry on the termination of the activity of the credit institution being merged.

Securities of credit institutions reorganized by merger, merger, division, separation and transformation, when converted, are repaid.

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