Merger between a parent company and a wholly owned subsidiary
Last updated: 11 March 2024.
You can register merger between a parent and a wholly owned subsidiary when the parent company owns all the shares in the company that is to be merged into the parent company.
A merger between a parent company and a subsidiary company is a two-step process, containing a decision to merge and the implementation of the merger. 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 apply the old paper form, you must submit a notification of the merger decision for each of the companies participating in the merger.
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. The one month period starts at the point of time when the last company approves the merger plan.
If the notification is not sent to the Register of Business Enterprises within the deadline, the decision is annulled.
You must attach the following documents along with the notification
The acquired subsidiary company must attach
- minutes from the board meeting showing the approval of the merger
The acquiring parent company must attach
- minutes from the board meeting showing the approval of the merger. The board cannot approve the merger until the merger plan has been sent to the parent company.
You can report the implementation of the merger when the creditor deadline of six weeks has expired. There is no time limit to notifying the Register of Business Enterprises of the implementation. The implementation of this type of merger can be processed fully electronically the same day as The Register of Business Enterprises receives the notification.
You must attach the following documents along with the notification
There are no attachment requirements to the notification that the acquiring parent company is to submit.
If you are applying the old paper form, the subsidiary must also submit a notification.
For more information about merger between a parent company and a wholly owned subsidiary, have a look at the Limited Liability Companies Act, section 13-23.