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Mergers and demergers between limited companies

The merger or demerger of companies is subject to the provisions of Chapters 13 and 14 of the Limited Liability Companies Act and the Public Limited Liability Companies Act.    
The Limited Liability Companies Act and Public Limited Liability Companies Act describe how mergers and demergers between companies are to be prepared, resolved and implemented, including how the assets and shares of the company are to be managed and procedures for consideration by its governing bodies.   
   
Merger:   
The provisions of the Limited Liability Companies Act apply to mergers whereby one company (the 'transferee company') takes over another company's (the transferor company's) assets, rights and obligations as a whole in return for the shareholders of the latter company receiving a consideration in the form of:

  • shares in the transferee company, or
  • such shares plus an additional payment which must not exceed 20% of the total consideration.

Companies and other businesses are obliged to notify the Brønnøysund Registration Centre and the Norwegian Competition Authority of mergers, acquisitions and agreements leading to control of other enterprises. The Norwegian Competition Act uses the term 'concentration' to describe such mergers, acquisitions and agreements.   
   
Such concentrations are prohibited until the Competition Authority has been notified and considered the matter. It is up to the parties to decide when to send notification to the Competition Authority.   
   
In principle, notification must be given of concentrations if the enterprises involved have a total turnover in Norway of more than NOK 50 million. This obligation does not apply, however, if only one of the enterprises has an annual turnover in Norway of more than NOK 20 million.   
The so-called standard notification shall provide the Competition Authority with sufficient information so that it can consider whether to examine the case more closely and request a complete notification.    
   
Demerger:   
The provisions of the Limited Liability Companies Act apply on demergers if some or all of the transferor company's assets, rights and obligations are to be divided between one or more transferee companies in return for the shareholders in the transferor company receiving consideration in the form of:

  • shares in the company or in one or all the transferee companies, or
  • such shares plus an additional payment which must not exceed 20% of the total consideration.

Merger and demerger shall be reported to the Brønnøysund Register Centre.

Siste endring på denne siden: 26.11.2013

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