Before initiating the decision-making process, review the allocation of authority within the company concerned. The constitutional documents may allocate responsibilities among the shareholders’ meeting, supervisory body, and management, to the extent permitted by law. A fundamental restructuring, such as a merger, division, or change of legal form, generally does not fall within management’s ordinary authority alone. Management may prepare the reorganization plan, conduct negotiations, and compile the required documents. However, the binding reorganization resolution must be adopted by the corporate body responsible for doing so. In a merger or other reorganization involving several companies, the authority of each participating company must be determined separately. Approval at parent-company level does not automatically replace the required resolution of the company directly involved. Any special approval rights of individual shareholders, a supervisory body, or other entitled persons must also be taken into account. For the register filing, it must be clear that the body acting was authorized to make the decision. Authority, preparation, and subsequent implementation should therefore be clearly distinguished in the company’s internal records.
Corporate body responsible for approving a reorganization in Georgia
Which corporate body decides on a reorganization in Georgia depends on the company’s legal form, the law, and its constitutional documents. The shareholders’ meeting or a comparable supreme body is generally responsible, while management prepares and implements the decision.
Tip
Before any reorganization, the authority to adopt the resolution must be determined separately for each participating company. Management may plan and implement the reorganization, but generally may not make a fundamental structural decision alone. Approval within a corporate group does not automatically replace the resolution of the company directly concerned.