Foreign ownership limit in a public-turned-private shareholding company.
Under the new Decree
58/2012, a company, which
ceases to be a public company, will still be subject to the restrictions
applicable to a public company for a period of one year after the date on which
it is no longer a public company. This effectively means that a
public-turned-private shareholding company is still subject to the 49% foreign
ownership limit applicable to public companies for a period of one year after
ceasing being a public company.
However, the restriction
under the new Decree 58/2012 does not apply if the relevant company is turned
private due to “consolidation, merger, bankruptcy, dissolution, change of form
of enterprise or acquisition by another entity”. Among these exceptions, the
“change of form of an enterprise” seems to be easier to implement. Under the
Enterprise Law, a shareholding company can change its corporate form by turning
it into a limited liability company. However, this will likely require the
public shareholding company to reduce its number of shareholders from more than
100 to 50 or less.