13) Simplified merger in accordance with Section 13-24 of the Companies Act (sister merger)

Factual information:

A is the sole shareholder in both company X and company Y. Company Y is to be merged into company X. In the case of a simplified merger, no consideration shares will be issued and there will be no increase in the nominal value of company X.

Company X:

SC: NOK 100,000

Paid-up SC: NOK 100,000

Number of shares: 100

Nominal value: NOK 1,000

Company Y:

SC: NOK 100,000

Paid-up SC: NOK 100,000

Number of shares: 100

Nominal value: NOK 1,000

Company Y registers an ordinary merger with 0 in consideration shares.

Company X registers a simplified merger in accordance with Section 13-24 of the Companies Act.

Solution:

Y (the divesting company) must report the altered capital circumstances in the company on page 1 of the Shareholder register statement (Y is dissolved through the merger). The company must also report the company’s deleted shares under item 12 and disposals for shareholder A under item 26. Under both items 12 and 26, information must be provided on the acquiring company X.

X (the acquiring company) must report the altered capital circumstances (paid-up capital) in the company on page 1 of the Shareholder register statement. The company must also report a simplified merger under Section 13-24 of the Companies Act under item 15, and under item 29 for shareholder A. Information should only be given concerning date, org. no. of the divesting company and share class.

Under item 5, the paid-up SC should be increased to NOK 200,000.

 

For correct completion, see the examples of correctly completed shareholder register statements:

 RF-1086 Completion for simplified merger under Section 13-24 of the Companies Act