15) Reverse parent/subsidiary merger

Factual information:

Company Parent before the merger:
Share capital: NOK 200,000 
Number of shares: 2
Nominal value: NOK 100,000                                                  

Company Subsidiary before the merger:
Share capital: NOK 100,000 
Number of shares: 100 
Nominal value: NOK 1,000

Factual information:
Parent AS. Share capital of NOK 200,000 divided between two shares, each with a nominal value of NOK 100,000. (The tax-related paid-up capital is NOK 50,000 and fund-issued NOK 150,000). A and B own one share each.

It is decided to merge the two companies, with Subsidiary AS as the acquiring company and Parent AS as the divesting company. The share capital in Subsidiary AS will also be increased through the merger by NOK 40,000 to NOK 140,00 through the issuing of 40 new shares. Parent AS is deleted in connection with the merger.

The parent company owns 100 shares with a nominal value of NOK 1,000 (SC = NOK 100,000) in the subsidiary. The Parent is merged into the Subsidiary.

Solution:

Parent AS
The merger is registered in Parent AS as an ordinary disposal merger under item 12/26 and with Subsidiary AS's org. no. as the acquiring company. The number of considerations and nominal value under item 12 is the number of shares and nominal value in Subsidiary AS after the merger.

Subsidiary AS
The merger is registered as an ordinary acquisition merger under item 10/24 with 40 newly issued shares and 140 shares after the merger, and with Parent AS's org. no. as the divesting company. However, the number of shares that Parent AS owned in Subsidiary AS before the merger must also be registered as the “Number of own transferred” under item 10. The number redeemed and the nominal value per redeemed share will be the number of shares and nominal value in Parent AS.

For Parent AS as a shareholder, the disposal is registered under item 25 as “Disposal of own merger/divestment”.

For the shareholders in Parent AS, A and B, the consideration (in this case 70 shares each) must be registered as a “Merger” under item 24 with Parent AS’s org. no. and the nominal value in Parent AS as the divesting company’s nominal value

Company Subsidiary after the merger:
Share capital NOK 140,000 
Number of shares 140 
Nominal value NOK 1,000

Special remarks:
In many cases, no new shares will be issued in connection with this type of merger. In these cases, the “Number of newly issued shares” should be completed under item 10 with 0, and Parent AS's shares in Subsidiary AS will be divided between the shareholders in Parent AS in the same ratio as the corresponding holdings in Parent AS at the time of the merger.

 

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

 Completion for reverse parent-subsidiary merger