First shareholders' meeting | The shareholders: confirm the merger; decide on the type of the merger, and the corporate form of the absorbing company; identify those shareholders who do not wish to become shareholders in the absorbing company; determine the balance sheet date; and mandate the management to prepare the required documents. |
Common draft terms | The management boards of the merging companies are required to prepare the common draft terms of the cross-border merger. |
Publication | At least 30 days before the date of the second shareholders' meeting, the common draft terms must be published by the company in the Official Journal. |
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 shareholders, creditors and employees. |
Independent expert's report | An independent expert's report intended for shareholders and made available no less than 30 days before the date of the second shareholders' meeting must be drawn up for each merging company. |
Supervisory board | The supervisory board must offer an opinion on the proposal on the cross-border merger issued by the management of the company for the first shareholders' meeting and review the draft balance sheet and the draft inventory of assets of the companies involved in the cross-border merger. The approval of the supervisory board may be required for the cross-border merger if provided in the Articles of Association. However, if the supervisory board refuses to grant its approval to the respective decision, the management of the company may convene a shareholders' meeting to replace or substitute - as the case may be - the resolution of the supervisory board. |
Information duties: | |
vis-à-vis shareholders: | The reports of the management and the independent expert's report must be sent to the shareholders 30 days prior to the shareholders' meeting. The management must provide all information to the shareholders regarding the proposed merger. In case of stock corporations, shareholders are entitled to require the annual financial statements and financial reports of the last three years of all companies involved, in addition to all the other documents prepared for the second shareholders' meeting. |
vis-à-vis employees: | The report of the management must be made available to the works council (or the employees) at least 30 days before the common draft terms of the cross-border merger are approved by the shareholders' meeting of the merging company. |
vis-à-vis creditors: | The common draft terms must be published in the Official Journal, which must also contain information on the rights of creditors. |
Second shareholders' meeting | The shareholders approve the common draft terms at a second shareholders' meeting. Such meeting is not required if the Articles of Association allows the decision-making by only one shareholders' meeting or if 100% of the capital of the transferring company is held by the absorbing company. |
Pre-merger certificate (outbound merger) | The management of the company to be absorbed must file an application for the issuance of the pre-merger certificate to the competent Court of Registry. |
Registration of the merger (inbound merger) | The management of the absorbing company must file an application for registration with the Court of Registry competent for the absorbing company. The merger is legally effective upon registration of the merger in the Commercial Register of the absorbing company. |
Registration of deletion of absorbed entity (outbound merger) | After receipt of notice of the registration of the merger in the Court of Registry (or equivalent) of the absorbing company, the Court of Registry of the absorbed company deletes the absorbed company from the registry of companies. |
