Triangular demerger
Last updated: 11 March 2024.
You can report a triangular demerger if the acquiring company is part of a company group, and the shareholders of the acquired company receive shares in the parent company of the acquiring company or another group company instead of the acquiring company.
The demerger can follow the rules for demerger by capital reduction or a liquidation process.
You need to report a triangular demerger in a two-step process, containing decision and implementation. Once we have approved notifications about demergers, we will send feedback and a certificate of registration in the post.
You notify a decision to demerge for all the companies participating in the demerger. If you submit the information electronically through the Coordinated register notification in Altinn, there is a common form for the acquired company and any existing acquiring company.
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. The one month period starts at the point of time when the last company approves the demerger plan.
If the notification is not sent to the Register of Business Enterprises within the deadline, the decision is annulled.
The acquired company must attach
- minutes from the general meeting showing the approval of the demerger plan
The acquiring companies must attach
- minutes from the general meeting showing the approval of the demerger plan
After the decision is registered and the six week creditor time limit has passed, you can notify the implementation of the demerger.
The acquired company in a demerger through capital reduction must attach
- an updated set of articles of association
The acquired company in a liquidation demerger must attach
There is no need for attachments if the company is struck off as a result of a demerger.
If the implementation is submitted through Altinn.no there is no need to send a separate notification to strike off the acquired company.
Existing acquiring companies must attach
- a declaration from the board confirming that the ownership of the company group comply with the requirement of 90 % ownership at the time of the implementation of the demerger, cf. the Limited Liabilities Companies Act section 13-16
The company issuing the compensation must attach
- the minutes from the general meeting showing the decision to increase the capital
- the articles of association
- a confirmation for the contribution of non-liquid assets, issued by an auditor
If you need any more information about the special regulations for a triangular demerger, have a look at the Limited Liability Companies Act, section 14-2.