Εταιρικοί μετασχηματισμοί Ν. 4601/2019 (ΦΕΚ Α΄44/9.3.2019). Λογιστική και φορολογική αντιμετώπιση 2019
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Εταιρικοί μετασχηματισμοί Ν. 4601/2019 (ΦΕΚ Α΄44/9.3.2019). Λογιστική και φορολογική αντιμετώπιση 2019Codul: 23582496

The new edition, edited by the writing team of Astbooks, follows the aforementioned structure of the enacted law, including after each article:
- Correspondence (where deemed appropriate) with the...

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The new edition, edited by the writing team of Astbooks, follows the aforementioned structure of the enacted law, including after each article:
- Correspondence (where deemed appropriate) with the current provisions of Law 2190/1920, Law 3190/1955, or any other relevant law.
- Article-by-article analysis with interpretation of the provisions, including -...

Vezi descrierea completă
  • Editor: Astbooks
  • Μορφή: Copertă moale
  • Έτος έκδοσης: 2019
  • Αριθμός σελίδων: 624
  • Κωδικός ISBN-13: 9786185312602
  • Διαστάσεις: 24×16
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The new edition, edited by the writing team of Astbooks, follows the aforementioned structure of the enacted law, including after each article:
- Correspondence (where deemed appropriate) with the current provisions of Law 2190/1920, Law 3190/1955, or any other relevant law.
- Article-by-article analysis with interpretation of the provisions, including - where deemed appropriate - tax and/or accounting treatment.
- Finally, a detailed alphabetical index of terms is provided for better finding of the issue that interests the reader.

Law structure:

Law 4601/2019 consists of one hundred and forty-seven (147) articles, divided into five (5) parts, one for each of the basic forms of transformations, plus the introductory part and the part with the final and transitional provisions.

Each part of the law refers to a form of transformation (merger, split, or conversion) and is divided into Chapters, of which the first is the general one, concerning the specific transformation regardless of the corporate forms involved, while the remaining chapters constitute the specific part of the corresponding transformation category.

In this way, each form of transformation is governed by general and specific provisions, with the general ones providing for the process of merger, split, and conversion regardless of the corporate type of the participating companies, and the specific ones providing for deviations or filling gaps, where required by the type of corporate form. Thus, special provisions are introduced for merger involving personal companies, merger involving Ltd., merger involving S.A., Ltd. or cooperatives, while the same structure is followed for split and conversion as well.

With Law 4601/2019 (Government Gazette A' 44/9.3.2019), the reform of the law on corporate transformations was sought and its systematization for the first time in a single legislative text.
For Greek corporate law and specifically for the law on commercial companies, to which the provisions of the law systematically belong, the concept of transformations was neither familiar nor clear in terms of its content. Indeed, the laws governing the corporate forms of Ltd., Ltd., Ltd., general partnership, and limited partnership ignored this term, which is a "loan" from the field of tax legislation. However, in legal language and in the practice of transactions, the term had long been established, not only because of the close relationship between corporate and tax law that always characterized the relevant contractual field, but also because of its semantic load and its ability to represent in a synthetic and concise way various legal acts of restructuring a business entity, such as merger, split, and conversion (see also the related foreign terms: English "corporate restructurings"; French "restructurations des societes"; German "Unternehmensumstrukturierungen").
Therefore, as "transformations" of businesses are understood the legal acts and procedures governed by corporate law, by which the substance of a corporate entity is changed, usually without its dissolution and liquidation or transfer of its assets with the rules of special succession.

Corporate transformations are carried out through the means provided by corporate law, and their legal consequences are complex and occur simultaneously and automatically (uno actu) with their registration in the General Commercial Registry (G.E.MI.): at this point in time, the transforming corporate entities are merged, divided, or changed, as the case may be, their legal form, without the need for the cumbersome formalities of dissolution and liquidation, their partners automatically become partners of the corporate entities resulting from the transformation, while the transfer of the assets of the transforming entities takes place without liquidation, distribution, and contribution, but (except in the case of conversion) with universal succession, that is, the transfer of the entire assets and liabilities to the successor or successors corporate entities, without the need to transfer each asset separately.

The benefits of the legal regulation of corporate transformations are multiple and justify legislative efforts for the systematization, reform, and modernization of the relevant rules.
The reasons that lead to the realization of a corporate transformation are many and are part of the life cycle of all entities engaged in business activities: growth, adaptation to the constantly changing economic environment and evolving competition, seeking opportunities in new markets, exploiting collaboration opportunities, and restructuring. In all these cases, the law of corporate transformations:
(a) provides interested parties with the necessary legal tools for the effective realization of their goals,
(b) ensures the uninterrupted and smooth continuation of the legal personality and corporate business of the transforming entity, without the risk of downgrading the unity and integrity of the individual elements that constitute it,
(c) guarantees the protection of the interests of employees, creditors, and partners of the transforming entity, and
(d) enhances the security of law and the security of transactions, to the necessary extent.
The concept of corporate transformation is a generic concept that covers every case of change in the form of a business entity. The main categories of transformations are three (3): mergers, splits, and conversions. Definitions vary and sometimes emphasize the result and sometimes the process.

Merge is the act by which an existing or newly established company acquires, with universal succession, the assets of other companies that are dissolved without liquidation. Split is the act of transferring, with universal succession, the assets of a company that is dissolved without liquidation, to at least two existing or newly established companies. Finally, conversion is the act of changing the corporate form (the "legal garment") of a company, without prior dissolution, as in the other categories of transformations, and without the intervention of succession (universal or special) in its assets.

From a systematic perspective, the known transformations are included in the Union legal order, as well as in European legislation, acts of contribution or branch separation and partial division, which are specific expressions of the three basic categories of transformations within the framework of the proposed bill.

The three basic categories of transformations were certainly known in Greek law. However, their current regulation was not distinguished by either legal consistency or systematic coherence. Specifically, provisions on transformations were included in the current (until its imminent replacement by Law 4548/2018) legislative framework for anonymous companies (Law 2190/1920), the law on limited liability companies (Law 3190/1955), the law on private capital companies (Law 4072/2012), and the law on personal companies (Law 4072/2012), while provisions on transformations were also present in the legislation governing other types of companies, such as the civil partnership (Law 1667/1986), the almost unknown in practice irregular share company (Article 284 of Law 4072/2012), or types of companies provided for by Union law, such as the European Company (Regulation [EC] 2157/2001) and the European Cooperative Society (Regulation [EC] 1435/2003).

The current state of corporate law transformations could not be considered satisfactory in any case. This was due to a series of factors mainly related to fragmented legislation and the incomplete coverage of cases. As a result of the lack of systematic coherence of the existing provisions, three categories of problems arose, which had accumulated in a "serial" manner in the law of transformations, as the attempt to solve one problem caused the next: the principle of specificity of permitted forms of transformations, the so-called "abusive transformations," and the "interference" of tax law.

Under the current legislation, only specific types of transformations were provided for specific categories of businesses, resulting in reasonable doubt about the permissibility of non-envisaged transformations and leaving room for conflicting interpretations in case law, theory, and practice, in an area where legal certainty should be the first priority. Specifically, based on the current corporate law, the following transformations were permitted:
- conversion of a limited liability company into another company (Article 106 of Law 4072/2012),
- conversion of another company into a limited liability company (Article 107 of Law 4072/2012),
- merger between limited liability companies (Articles 108 to 115 of Law 4072/2012),
- conversion of a joint-stock company into a limited partnership company (Article 51 of Law 3190/1955),
- conversion of a general partnership or limited partnership into a limited partnership company (Article 53 of Law 3190/1955),
- conversion of a limited partnership company into a general partnership (Article 282 of Law 4072/2012),
- conversion of a general partnership into a limited partnership company (Article 282A of Law 4072/2012),
- conversion of a limited partnership company into a general partnership or limited partnership (Article 283 of Law 4072/2012),
- merger between limited partnership companies (Articles 54 and 55 of Law 3190/1955),
- conversion of a joint-stock company into a limited partnership company (Article 66 of Law 2190/1920),
- conversion of a joint-stock company into a general partnership or limited partnership (Article 66a of Law 2190/1920),
- conversion of a limited partnership company into a joint-stock company (Article 67 para. 1 of Law 2190/1920).

Specificații

Tip
Impozite - Contabilitate
Limba
Greacă
Formular
Copertă moale
Număr de pagini
624
Data de publicare
2019
Dimensiuni
24x16 cm

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