Mergers and demergers

1Merger

Two or more companies become a single one. The company that disappears is not liquidated: everything it has, including contracts, employees and debts, passes to the company that remains.

• By absorption: one company takes over the other, and the absorbed company is struck off.
• By amalgamation: the companies join into a new company, and the old ones are struck off.

It suits you when you have several companies and want just one, with a single set of accounts, or when you take over someone else's business.

2Demerger

A company splits its business: assets, debts and contracts go to one or more companies, either existing ones or newly set up.

• Full: the company is split entirely, then struck off.
• Partial: only part of the business moves to another company, and the original company carries on.

It suits you when the partners want to go their separate ways or when you want to separate one activity from the rest of the business.

3How it works

1. Partners' resolutionEach company involved decides on the merger or demerger.
2. The planWe draft the merger or demerger plan, based on the financial statements prepared by the accountant.
3. PublicationThe plan is filed with the Trade Register and published in the Official Gazette, Part IV.
4. 30 days for creditorsCreditors have 30 days from publication to object. An objection does not stop the procedure.
5. Final resolutionsThe partners approve the merger or demerger in its final form.
6. RegistrationIt is registered with the Trade Register, and the companies that disappear are struck off.

4What we need from you

• Details of all companies involved and their registration certificates
• The financial statements prepared by the accountant for the merger or demerger
• How assets, debts and employees are divided, for a demerger
• ID cards of the partners and directors