Merger – limited companies

Merger (fusion) is when two or more limited companies join together.

A transferee company (ett övertagande företag) absorbs the assets and liabilities of a transferor company (ett överlåtande företag), which dissolves without going into liquidation when the merger is complete.

Three types of merger

There are three types of merger:

  • merger by absorption of wholly owned subsidiary (fusion av helägt dotterbolag)
  • merger by absorption (fusion genom absorption)
  • merger by formation of a new company (fusion genom kombination).

Merger by absorption of a wholly owned subsidiary

The most common type of merger is merger of absorption of a wholly owned subsidiary. This is a situation where a parent company absorbs one or more of its wholly owned subsidiaries.

Merger by absorption

Merger of absorption is a situation where one or more transferor companies transfer all their assets and liabilities to another existing company.

Merger by formation of a new company

Merger by formation of a new company is when two or more companies set up a new company and transfer all assets and liabilities of the transferor companies into the new company.

Draft terms of merger

The board members of the merging companies draw up a draft terms of merger which also works as a contract of agreement between the companies involved.

Register or not

You must register the draft terms if any of the companies involved in the merger is a public limited company.

As for a merger with only private limited companies involved you can choose not to register the draft terms provided that all shareholders of the companies involved have signed the draft terms.

Registration process

  1. Apply for registration of the draft terms.
  2. Apply for permission to execute the merger, given that we decide to register the draft terms.
  3. Report to Bolagsverket when the merger is complete.

Subsidiaries

If the merger is done by absorption of a wholly owned subsidiary you do not have to report to Bolagsverket when the merger is complete.

Forms

You will find our merger forms on the page Blanketter och mallar för aktiebolag. We have translated one of our merger forms to English:

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