9) Ordinary absorption merger

Factual information:

A is a shareholder in company X. B is a shareholder in company Y. Company Y is being merged into company X and shareholder B receives consideration shares in company X. Fair value = SC.

Company Y:

SC: NOK 200,000

Paid-up SC: NOK 100,000

Number of shares: 200

Nominal value: NOK 1,000

Company X:

SC: NOK 400,000

Paid-up SC: NOK 200,000

Number of shares: 400

Nominal value: NOK 1,000

Company X after the merger:

SC: NOK 600,000

Number of shares: 600

Nominal value: NOK 1,000

Through the absorption merger, X increases its SC by NOK 200,000 to NOK 600,000 and 200 consideration shares with a nominal value of NOK 1,000 in company X are issued.

Company X (after the merger): SC NOK 600,000, Paid-up SC NOK 300,000, Number of shares 600, Nominal value NOK 1,000.

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 B 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 in the company on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholder B under item 24. Under both items 10 and 24, information must be provided on the divesting company Y.

For shareholder A, the event will entail no changes which must be reported.

For correct completion, see the completed shareholder register statement. 

 RF-1086 Completion for ordinary absorption merger