Cross-border demerger

The board of the demerging companies must draw up a common demerger plan.

The plan must contain at least

• the organisation form of the companies, the business name and the registered business office, or proposal about this, for the acquiring company after the demerger
• the terms of trade between shares or company units, and any compensation to be paid to the shareholders in the acquired company
• rules about allocation of shares or company assets in the acquiring company
• probable effects of the demerger for the employment in the companies
• information of the date from which the shares or the company units give right to dividends in the aquiring company, and all special terms that apply to perform this right
• information of the date from which transactions in the acquired company shall for accounting purposes be deemed to be performed for account of the acquiring company
• which rights the shareholders with special rights and holders of subscription rights, pursuant to sections 11-1, 11-10 and 11-12, in the acquired company are going to have in the acquiring company or which measures are proposed for the benefit of such licenses
• any special right or advantage that will accrue to independent authorities, members of the company’s control or supervisory bodies, members of the board, the general manager or equivalent decision makers
• articles of association for the acquiring company after the demerger
• the procedure for determining the rules of influence from the employees in the acquiring company where this is relevant
• information about the valuation of the assets and liabilities transferred to the acquiring company
• the date of the annual accounts for the participating companies that formed the basis for the determination of the terms of the demerger

It must appear from the plan if the acquired company is to transfer the entire company (demerger by liquidation) or only parts of it (demerger by capital reduction).

The demerger plan must also contain proposals for a decision on capital changes and changes in articles of association in the companies.
If an acquiring company is to be formed by demerger, the plan must also contain proposals for the founding document of acquiring companies formed by demerger.

The board of the companies must sign the plan.

For more information, please have a look at sections 13-25 to 13-36 of the Public Limited Companies Act, cf. section 14-12.

Notification to the Register of Business Enterprises

When you report a demerger electronically in Coordinated register notification, it is one common form for the Norwegian companies that participate in the demerger. There is no time limit for when you have to report the demerger plan to us.

A decision to demerge cannot be made until at least one month after our announcement of the demerger plan.

Documents you need to attach

• demerger plan

When you report demerger online in the form Coordinated register notification in Altinn, there is one common form for the Norwegian companies involved in the demerger. If you use the old paper form, you must submit a demerger decision for all Norwegian companies participating in the demerger.

The decision to demerge cannot be made until at least one month after our announcement of the demerger plan.

You have a time limit of one month to notify us about the decision to demerge, counting from the date the companies participating in the demerger have approved the demerger plan. The deadline of one month starts to run when the last Norwegian company has approved the demerger plan.

If the notification is not submitted to us within the deadline, the decision will expire.

The following documents must be attached

The acquired company must attach

• minutes from the general meeting showing the approval of the demerger plan

Any existing acquiring company must attach

• minutes from the general meeting showing the approval of the demerger plan, or alternatively the minutes from a board Meeting, if the board has approved the demerger plan according to board authorisation

You must submit a notification for all the participating Norwegian companies, stating that they meet the terms to implement the demerger. The notification can be submitted, at the earliest, six weeks after the decision to demerge has been announced by us.

The following documents must be attached

There are no attachment requirements, except for the situation when a Norwegian participating company is under the supervision of the Financial Supervisory Authority of Norway. If so, you must attach an approval from the supervisory authority.

If you need more information about the terms and conditions, have a look at the Public Limited Liability Companies Act, section 13-31.

After registration of the fulfillment of terms and conditions, you can report the implementation of the merger. There is no time limit for when you must report the implementation.

The following documents must be attached

If the acquired company is Norwegian, and there is a liquidation demerger, it is basically the foreign registry that will send us a confirmation proving that the demerger has been completed with them. The confirmation is used as a basis to register the completion and close the business in the Register of Business Enterprises. If the company still has to report deletion, please attach

• a confirmation from the foreign registry showing that the demerger has been completed

If the acquired company is Norwegian, and there is a demerger by way of capital reduction, you must attach

• a confirmation from the foreign registry showing that the demerger has been completed
• updated articles of association

If the acquiring company is Norwegian, you must attach

• a certificate of demerger from the foreign registry
• minutes from the general meeting or board meeting showing the resolution of capital increase
• updated articles of association
• expert statement of the contribution of non-liquid assets

If the company uses own shares as a compensation for the shareholders in the acquired company, it must be stated that own shares are used for distribution.

If a Norwegian acquiring company is established by demerger, you must attach

• the memorandum of association
• the articles of association
• an expert statement for the non-liquid assets
• the declaration of the acceptance from the auditor, if the company’s annual accounts are to be audited