Triangular merger
Last updated: 19 August 2024.
Triangular merger may be reported if the acquiring company is part of a group, and the shareholders of the acquired company is to receive shares in the acquiring company’s parent company rather than the acquiring company.
You need to report a triangular merger in a two-step process, containing decision to merge and implementation. 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 using the old paper form, you must submit the notification of the merger decision for each of the companies participating in the merger. You do not have to send a form for the company issuing the payment.
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.
If the notification is not sent to the Register of Business Enterprises within the deadline, the decision is annulled.
The following documents must be attached
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
You can report the implementation of the merger once the creditor deadline of six weeks has expired. There is no time limit for when you need to notify us. Both the acquiring company, and the company that will distribute the merger compensation, must submit a form. If the implementation of the merger is reported on the paper form, you must also submit a notification for striking off the acquired company.
The following documents must be attached
The acquiring company must attach
- a declaration from the board confirming that the ownership of the company group comply with the requirement of 90 % ownership after the implementation of the merger
The company issuing the compensation must attach
- minutes from the general 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