The body responsible for deciding on a reorganisation depends on the company’s legal form, the law and its constitutional documents. The shareholders’ meeting or a comparable supreme body is usually responsible. Management can prepare the decision and implement it later, but cannot replace the body authorised to adopt the resolution. Before the vote, proper notice of the meeting, the provision of information to participants and the quorum must be checked. The required voting majority depends on the legal form, the chosen type of restructuring and the constitutional documents. A quorum and a majority must not be treated as the same thing. The minutes must clearly identify the competent body, the participants, the course of the vote and the reorganisation approved. Appendices should supplement the decision so that the nature and scope of the restructuring can be understood. The resolution minutes and appendices serve as evidence for the company register, shareholders and other parties involved. Errors in authority, notice, information or voting can make the resolution legally challengeable. Shareholders affected should therefore check possible grounds and deadlines for challenging it at an early stage.
Internal Corporate Resolution on a Reorganisation in Georgia
A resolution on a reorganisation in Georgia must be adopted by the competent corporate body in accordance with statutory requirements and the company’s constitutional documents. The body’s authority, quorum, required majority and complete documentation must be checked separately.
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A valid resolution on a reorganisation requires the right corporate body, proper preparation, a quorum and the required majority. These requirements must be checked separately. The minutes and appendices must accurately reflect the restructuring that will later be registered.