Merger by absorption
Last updated: 11 March 2024.
Merger by absorption can be notified when a company transfers all assets, rights and obligations to another company, in return for compensation in the form of shares in the acquiring company.
You register merger by absorption in two steps. The two steps consist of a decision to merge and the implementation of the merger. Once we have approved notifications about mergers, we will send feedback and a certificate of registration in the post.
When you report merger online in the form Coordinated register notification in Altinn, there is one common form for all companies involved in the merger. If you are applying the old paper form, you must also submit the notification of the merger decision for each of the companies participating in the merger.
You have one month to notify the Register of Business Enterprises about this decision, as from the time when the participating companies approve the merger plan. The one month period starts at the point of time when the last company approves the merger plan.
If the notification is not sent to the Register of Business Enterprises within the time limit, the decision is annulled.
The acquired company must attach
- minutes from the general meeting showing the approval of the merger plan.
The acquiring company must attach
- minutes from the general meeting showing the approval of the merger plan, alternatively the minutes from the board meeting if the board has approved the merger plan by authorisation.
After the decision is registered and the six week creditor time limit has passed, it is possible to implement the merger. There is no time limit to notifying the Register of Business Enterprises of the implementation.
There are no attachment requirements connected to the notification to strike off the acquired company. If you are applying the old paper form, you must also submit a notification from the company that is to be struck off.
The acquiring company must attach
- minutes from the general meeting, alternatively the board 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 the company uses its own shares as compensation to the shareholders of the acquired company, the documentation must contain information about the use of the company’s own shares for dividends.