Common draft terms | The management board of each of the merging companies is required to draw up the common draft terms of cross-border merger in written form (signatures of the directors do not need to be certified). |
Publication | At least one month before the date of the shareholders' meeting:
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Report of the management | The management boards of the merging companies must prepare a report on the proposed cross-border merger explaining and justifying the legal and economic aspects of the cross-border merger and its implications for members, creditors and employees (not required for simplified merger). |
Independent expert's report | An independent expert's report intended for the shareholders and made available no less than one month before the date of the shareholders' meeting must be drawn up for each merging company (can be waived by shareholders of all merging companies; not required for simplified merger). |
Report of the supervisory board | According to Czech law, the supervisory board of the merging company (if the company has one) has no specific rights and obligation in the process of cross-border merger. There is no requirement of a report of the supervisory board on the cross-border. |
Information duties | |
vis-à-vis shareholders: | The common draft terms, annual financial statements and financial reports for the last three years of all companies involved, final financial statements of the transferring company as well as interim financial statements (if any), reports of the management and report(s) of the independent expert(s) (if any) must be sent to the shareholders one month prior to the shareholders' meeting. |
vis-à-vis employees: | No later than the date of their publication, the common draft terms, together with all accompanying reports, must be made available to the employees' representatives, if any, or to the employees. |
vis-à-vis creditors: | The publication of information on filing of the common draft terms must include information on the rights of creditors of the merging companies. |
Approval of the merger | The common draft terms must be approved by the shareholders at the shareholders' meeting and the decision must be in the form of notarial deed. |
Pre-merger certificate (outbound merger) | The management of each transferring company must file an application for the issuance of the pre-merger certificate to the notary. |
Certificate on proper completion of the merger (inbound merger) | The certificate on proper completion of the merger is required for the registration of the merger with the Czech Commercial Register. The notary issues such certificate on the basis of pre-merger certificates of all merging companies. |
Registration of the merger | According to Czech law the cross-border merger is legally effective upon registration of the merger in the commercial register (or equivalent) of the absorbing company. |
Registration of the inbound merger | The management of the companies involved must file an application for registration with the Czech Commercial Register competent for the absorbing company. |
Registration of the outbound merger | The cross-border merger must be registered with the foreign commercial register (or equivalent) according to the applicable law. |
