Liquidation demerger

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, or alternatively the minutes from the board meeting, if the board has approved the demerger plan based on the regulations of the Limited Liability Companies Act, section 14-11b..

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 demberger plan according to board authorisation.

After the decision is registered and the six week creditor time limit has passed, it is possible to implement the demerger. All the acquiring companies have to send a notification about the implementation of the demerger.

If you are applying the paper form, you must submit a notification of the demerger implementation for the acquired company as well.

The following documents must be attached

There is no need for the acquired company to attach any documentation when the company is going to be struck off. If the notification for the implementation is submitted through Altinn.no, there is no need for a separate notification from the acquired company.

Any existing acquiring company must attach

• the minutes from the general meeting showing the decision to increase the capital, or alternatively the minutes from a board meeting if the board has approved the demerger plan
• 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 compensation for 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

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