Cross-border adding of AS (stock company) Stage 1
1. Summary
Cross-border addition is a process whereby one or more companies (companies to be acquired) established in a Member State transfer all their assets to a company (acquiring company) established in another Member State by way of addition.
The reorganisation process of the company involved in the reorganisation shall be carried out in accordance with the laws and regulations of the Member State in which the relevant participating company is registered. Companies from different sectors or sectors do not have different rules for cross-border mergers. The reorganisation shall be carried out in two stages.
We note that under commercial Law, participants/shareholders have the right to participate and vote in the meeting remotely, or to vote before the meeting. Read more in the Explanatory Notes on Remote participation in meetings of Members, shareholders and Members section.
Cross-border reorganisation cannot be carried out by the company:
- which is in liquidation proceedings and for which division of property has been commenced;
- whose activity has been terminated on the basis of a decision of the commercial Register Office or the tax administration or a court adjudication;
- who has been declared insolvent;
- to which resolution tools are applied and against which resolution powers and mechanisms are exercised in accordance with the provisions of the Law on the restoration and Resolution of credit institutions and Investment firms;
- subject to crisis prevention measures in accordance with the provisions of the Law on the restoration and Resolution of credit institutions and Investment firms;
- which intends to make collective investments in the capital of the population in accordance with the principle of risk-sharing and whose shares (shares) are repurchased or redeemed, at the request of the members, directly or indirectly from the assets of that company. Such repurchase or redemption shall be treated in the same way as operations by which the company wishes to ensure that the market value of its shareholdings (shares) does not differ significantly from the net worth of its assets.
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3 working days (not including the day of submission)*Review
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65,00 EURCosts
* The statutory time limit for examining documents may be extended on the basis of Section 64, Paragraph two of the Administrative Procedure Law.
Documents to be submitted:
- application by each company for reorganisation
- a reorganisation contract or a draft contract (each company submits its copy);
- notification to participants, creditors and representatives of employees (if none, employees) in which they are invited to give an opinion on the contract or draft contract
- notice to creditors inviting them to lodge their claims
- a receipt or a copy thereof, or a printout of an Internet bank payment, or information regarding payment of the State fee. Separately payable State fee for a copy of the contract or draft contract of each company
Time period for submission of documents in the Enterprise Register: 14 days from the drawing up of the reorganisation contract or draft contract.