Cross-border merger

The board of the involved companies must draw up a common merger plan.

This 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
• 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 merger for the employment in the companies
• information of the date from which the shares or the company units give right to dividend in the acquiring 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 the 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 controll or supervisory bodies, members of the board, the general manager or equivalent decision makers
• articles of association for the acquiring company after the merger
• 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 merger

The merger plan must also contain a draft for the decision to increase the capital and change the articles of association of the companies. If the merger is done through formation of a new company, the plan must also contain a draft for the memorandum of association of the acquiring company. The board of the companies must sign the plan.

For more information, please have a look at the sections 13-25 to 13-26 of the Public Limited Liability Companies Act.

Notification to the Register of Business Enterprises

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

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

The following document must be attached

• merger plan

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

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

You have a time limit of one month to report the decision with us, counted from the date the companies participating in merger have approved the merger plan. The deadline of one month starts to run when the last company has approved the merger plan.

The following documents must be attached

If the acquired company is Norwegian, you must attach:

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

If the acquiring company is Norwegian, you must attach:

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

You submit a notification for all the participating Norwegian companies, stating that they meet the conditions to implement the merger. The notification can be submitted at the earliest, six weeks after the decision to merge has been announced.

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, an approval from the supervisory authority must be attached.

If you need more information about the terms and conditions, please 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 reporting the implementation.

The following documents must be attached

If the acquiring company is a foreign company, it is normally the foreign registry that will report closure of the acquired company to us. If for any reason the company has to report closure, you must attach

• a confirmation from the foreign registry stating that the merger has been implemented

If the acquiring company is Norwegian, you must attach

• a certificate of merger from the foreign registry
• minutes from the general meeting or the board meeting showing the decision to increase the capital
• an updated set of articles of association
• expert statement regarding non-liquid assets

If the company uses its own shares as compensation to the shareholders of the acquired company, it must be stated that own shares are used for dividends.

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

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