The decision on the participation in the division belongs to the general meeting of shareholders of each company involved in the division in which the shareholders present represent at least half of the capital. If this number is not reached, a new meeting has to be convened which can validly resolve without a quorum requirement. Pursuant to section 12:67 WVV, a demerger requires a majority of three-quarters of the votes cast.
In each company participating in the demerger, the minutes of the general meeting at which the demerger is decided upon shall be drawn up by authentic instrument under penalty of nullity. The conclusion of the expert report of the auditor (company auditor, IDAC-accountant) is included in the deed. It is the notary’s duty to confirm, after examination, the internal and external legality of the legal acts and the formalities to which the company is subject.
Immediately after the decision to participate in the demerger, the general meeting of an acquiring company shall adopt any amendments to its statutes, including the provisions modifying its object, according to the rules of presence and majority required by this Code. In the absence of this, the decision to
demerge remains without effect. The demerger is completed as soon as all the companies concerned have taken the corresponding resolutions.
