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Demerger by partition of co-operatives

Last updated: 11 November 2021.

Demerger by partition takes place when the acquired company keeps parts of the assets in the company, while other parts are transferred to one or several existing acquiring companies.

In a demerger, all or some members of the acquired company will be assigned membership in one or several of the acquiring companies.

Demerger by partition is reported to the Register of Business Enterprises in a two-step process, which consists of a decision and the implementation.

A decision to demerge

Within one month after the date when the companies in question approve the demerger plan, the Register of Business Enterprises must be notified of the decision. If several existing companies participate in the demerger, the one-month time limit starts running when the last company has approved the demerger plan.

If the notification is not received by the Register of Business Enterprises within the time limit, the decision is annulled.

Acquiring companies which are established as a result of the demerger do not send any notification until the creditor deadline has passed.

The acquired company has to attach

  • the minutes from the annual meeting where the demerger plan was approved

Any existing acquiring companies have to attach

  • the minutes from the annual meeting where the demerger plan was approved

If the demerger results in members from the acquired or the acquiring companies being entitled to a larger share of the remaining assets during the dissolution of the company, approval from the Foundation Authority must be attached.

Implementing the demerger

After the registration of the decision, and when the creditor deadline of six weeks has passed, you can report the implementation of the demerger.

Normally no attachments are necessary for any of the involved companies.

If any acquired companies are established as a result of the merger, they have to attach

  • a memorandum of association, including the articles of association

If the contribution consists of non-liquid assets, you have to attach

  • the opening balance sheet, signed by the founders

If the company’s object includes banking or insurance activity, you have to attach

  • approval from the Financial Supervisory Authority of Norway