13. Overview of procedure and timeline

Common draft terms

The management board of each of the merging companies is required to draw up the common draft terms of a cross-border merger. They need to be attested to by a notary.

Publication

At least one month before the date of the shareholders' meeting the common draft terms must be filed with the Commercial Register, and a notification on the filing has to be published by AJPES.

Report of the management

The management board 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.

Independent expert's report

The independent expert's report made available no less than one month before the date of the shareholders' meeting must be drawn up for each merging company and can be a joint report for all of the merging companies
The opinion of the independent expert on the suitability of the offered monetary compensation is not necessary if the same person is the owner of all the shares of the company or if all the entitled shareholders waive their right to such monetary compensation. A waiver statement must be given in the form of a notarial deed.

Report of the supervisory board

If applicable, the obligation to provide such report cannot be waived.

Information duties

vis-à-vis shareholders:

(i) The common draft terms, (ii) annual financial statements and financial reports of the last three years for all of the companies involved, (iii) if the accounting date of the merger differs from the balance sheet date of the last annual report of the individual companies being acquired, the final reports of these companies, (iv) if the last annual report of the individual companies participating in the merger by acquisition refers to a financial year which ended more than six months prior to the concluding of the merger by acquisition contract or the drawing up of the proposed merger by acquisition contract, interim balance sheets of these companies, (v) reports of the management, (vi) independent expert's reports, and (vii) the report of the supervisory board (if any) must be available to the shareholders at the seat of the company one month prior to the shareholders' meeting.

vis-à-vis employees:

At least one month prior to the date of the shareholders' meeting, the report of the management must be made available to the employees' representatives, if any, or to the employees.
The employees (the works council, if any) must be informed about the merger in writing regarding the (proposed) date of transfer, the reason for the transfer, the legal, economic and social implications for the employees and any measures envisaged in relation to the employees.

vis-à-vis creditors:

In addition, creditors of the transferring company must be personally informed in the case of a merger into a foreign entity if the sum of the registered capital and the reserves of the acquiring company is lower than the sum of the registered capital and the reserves of the transferring company.

Approval by the shareholders' meeting

The shareholders' meeting of each of the merging companies must decide on the approval of the common draft terms for cross-border mergers.

Outbound merger

The management of the transferring company must file an application with the Commercial Register for the registration of the intent to complete a cross-border merger and the issuance of the pre-merger certificate.
Upon receiving from another EU member state notification of the registration of the transfer of assets, rights and obligations related to the cross-border merger, the Commercial Register of the transferring company has to register the deletion of the acquired company ex officio.

Inbound merger

The management of the companies involved must file an application for registration with the Commercial Register. This filing should be effected after the issuance of the pre-merger certificate by the competent foreign authority.
The merger becomes legally effective on the date the merger is registered.