Mergers and demergers

Applies to limited company mergers and demergers. A distinction must be made between tax-free and taxable mergers and demergers in this case (see Chapter 11 of the Tax Act). Taxable mergers and demergers follow the ordinary rules for the realisation/redemption of shares. Therefore, only tax-free reorganisations are considered here.

How can you find out if  you hold shares in a company that has undergone a merger or demerger?

Check the resolutions of the company's general meetings regarding demergers and mergers. Relevant documentation of the input value of shares in the divesting company. Letter from the company.The company's demerger or merger plan will state how many shares have been received as consideration shares in the acquiring company and any decision regarding an increase in the nominal value of the shares in the acquiring company.

The merger or demerger is registered at the time of final implementation in the Register of Business Enterprises. This date will be used as a basis for tax purposes (see the Tax Act Section 11-10, and the LLCA, Section 13-16 and the PLLCA, Section 13-17 and asl. Section 14-8 and asal. Section 14-8.)

How is the input value determined?

Shareholders retain their total fiscal input values in connection with mergers/demergers, and the value is redistributed to the consideration shares in the acquiring company. The input value per share is calculated in accordance with the terms of trade between the shares in the divesting and acquiring companies (adjustment factor).

See the descriptions of the calculations for splitting and splicing.

For shareholders who have been taxed on the realisation of the additional purchase price (skewed distribution), the input value must be reduced by the input value used in the gain/loss calculation for the shares considered as having been realised.

For the shareholders in the acquiring company, the input value of their shares will remain unchanged.

In the event of a demerger with a reduction in the nominal value of the company being split, the following applies:

For example, a company divests 40% of its share capital and assets to a newly established company through a reduction in nominal value. Because 40% of the assets are being divested in connection with the reduction in the nominal value, the input value of the shares in the divesting company must be redistributed. To calculate the input value of the shares in the divesting company, the original input values that the shareholder had in this company are used as a starting point, and the input value of each share is reduced by 40%.

When calculating the input values for the shares in the acquiring company, each of the total input values that the shareholder had for the various shareholdings acquired at the same time in the divesting company is used as a starting basis. These values are multiplied by the proportion being divested (40%), and divided by the number of shares the shareholder receives in the acquiring company B for each shareholding.