Article 60.1. The Consequences of Deeming as Invalid a Decision on Re-Organisation of a Legal Person

1. A decision on re-organisation of a legal person may be deemed invalid on a demand of the participants in the re-organised legal person and also of the other persons not being participants in the legal person, if such right has been granted to them by a law.

Said demand may be submitted to a court within three months after an entry is made in the comprehensive state register of legal entities on the commencement of a re-organisation procedure, except as another term is established by a law.

2. The court's deeming invalid the decision on re-organisation of the legal person shall not entail liquidation of the legal person that has been formed as a result of the legal person's re-organisation and also shall not serve as ground for deeming invalid the transactions that have been concluded by such legal person.

3. If a decision on re-organisation of a legal person is deemed invalid before the end of re-organisation, if the state registration has been completed in respect of a part of the legal persons which are to be formed as a result of the re-organisation, then legal succession shall become effective only in respect of such registered legal persons, and in as much as the rest is concerned the rights and duties shall be retained by the preceding legal persons.

4. The persons which in a non-bona fide manner have promoted the taking of the decision on re-organisation that has been deemed invalid by a court shall jointly and severally compensate for losses to a participant in the re-organised legal person which voted against the taking of the decision on re-organisation or did not take part in voting, and also to the creditors of the re-organised legal person. Joint liability together with these persons which in a non-bona fide manner have promoted the taking of the decision on re-organisation shall be borne by the legal persons formed as a result of the re-organisation under said decision.

If the decision on re-organisation of the legal person was taken by a collective body then joint liability is vested in the members of that body who have voted for the taking of the relevant decision.