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Demerger by way of capital reduction

Last updated: 11 March 2024.

Demerger by way of capital reduction takes place when an acquired company transfers parts of, but not all its activity to one or several acquiring companies.

Notify a demerger

Coordinated register notification in Altinn

Notify a demerger

Coordinated register notification in Altinn

The acquired company still continues to exist after the partition, with the rest of the activity.

A demerger by capital reduction requires a two-step process containing decision and implementation of the demerger. Once we have approved notifications about demergers, we will send feedback and a certificate of registration in the post.

Decision to demerge

When you report demerger online in the form Coordinated register notification in Altinn, there is one common form for all the companies involved in the demerger. If you are applying the old paper form, you must submit one notification of the demerger decision for all of the companies participating in the demerger. The acquiring companies established as a result of the demerger do not submit any notification until after the end of the creditor time limit.

You have one month to notify the Register of Business Enterprises about this decision, as from the time when the participating companies approve the demerger plan. If there are several existing parties involved in the demerger, the one month period starts at the point of time when the last company approves the demerger plan.

If the Register of Business Enterprises has not been notified about the decision within this time, the decision is annulled.

The following documents must be attached

The acquired company must attach

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

Any already 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
Implementing the demerger

After the decision is registered and the six week creditor time limit has passed, it is possible to notify the implementation of the demerger.

The following documents must be attached

The acquired company must attach

  • the articles of association

Any existing acquiring company must attach

  • minutes from the general meeting showing the decision to increase the capital (minutes from the board meeting if the board makes use of authorisation)
  • the articles of association
  • a confirmation for the contribution of non-liquid assets, issued by an auditor

If the company uses its own shares as consideration to the shareholders of the acquired company, the documentation must contain information about the use of the company’s own shares for dividends.

Any acquiring companies established as a result of the demerger must attach

  • the memorandum of association
  • the articles of association
  • a confirmation for the contribution of non-liquid assets, issued by an auditor

For more information about demerger through capital reduction, have a look at the Limited Liability Companies Act, section 14-2.