Zaštita vjerovnika pri domaćim i prekograničnim podjelama društava kapitala

Abstract

The division of a company is a material status alteration which is marked by partial universal succession. Particular rights, obligations and legal relations of a company being divided are transferred to newly formed companies or to existing recipient companies by force of law. The principle of creditors’ protection of the company being divided is applied in this procedure. This means that they must not be disadvantaged in the settlement of their claims against the companies involved in the division. In divisions by acquisition, the interests of the creditors of the recipient company must be also protected. In cross-border divisions, the creditors meet with a risk of bringing proceedings for the settlement of their claims against the newly formed company (principal debtor) in a different Member State. In order to protect the creditors’ interests, the regulations provide for institutional protective means that ensure the liquidity and solvency of companies after the division, and individual protective means that serve to secure or settle their claims against companies involved in a division.