Legal Services
A restructuration, merger and transformation into another type of company is a business routine. In order to make the changes in the fastest time frame and in accordance with the prescribed regulations, you should strictly follow the law.
Business reorganisation may mean:
- merger (including take-over)
- division (including separation and distribution)
- transformation.
Larssen® guarantees fast and professional solution of any legal task in the field of merger, division and transformation.
Merger
Merger of companies is a transfer of rights, obligations and assets of two or more legal entities (acquired companies) to a newly established or existing legal entity (acquiring company).
The company being acquired shall be deemed to be dissolved without a liquidation proceeding. Companies of the same or different types can be merged.
Merger procedure: who, what, when?
| Stages | Schedule | |
| 1 | Client draws a list of the transferred assets.Calculate the share exchange ratio. | |
| 2 | Draw and sign a merger agreement | The shareholders have two weeks to examine the merger agreement |
| 3 | Participants sign a merger decisions | 1 month waiting |
| 4 | Apply to the Estonian Central Securities Depository (applicable if the shares are registered) | 1-2 weeks. The Depository issues a notification on changing registration data a min. of one month after the merger decision. Meanwhile fulfil items 5-7. |
| 5 | Submit an application to the Commercial Register | Changes are made within 5 business days. |
| 6 | After the changes are made in the Register, re-registration of the assets | |
| 7 | Publish an announcement in the publication Ametlikud Teadaanded | 6 months |
The main motives for the merger may be:
- The pursuit of growth;
- Synergy – complementary effect of the assets of two or more companies;
- Diversification – expanding the range of products and – the reorientation of markets;
- Personal motives of managers;
- Improving the quality of governance;
- The desire to build a monopoly.
Cross-border merger
An Estonian company may merge with another limited liability company of another State which is a Contracting Party to the EEA Agreement (hereinafter Contracting State) which conforms to the requirements provided in Article 2.1 of the Directive 2005/56/EC of the European Parliament and of the Council of on cross-border mergers.
Motivation
Cross-border merger could be a suitable way to combine the assets of two or more international companies or the transfer of assets / company from one jurisdiction into another (term re-domiciliation).
Division
Division of a company means dissolution of the company and formation of two or more companies on its basis (distribution) or formation of a new company out of an existing one (a recipient company), where the company being divided continues its existence.
In both cases there is no liquidation proceeding. In case of distribution the original company (the company being divided) is deemed to be dissolved. Companies of the same or different types can be divided.
Procedure of Division
Basically, the procedure of division is similar to the procedure of merger but with some peculiarities.
Alternatives to merger or division are contractual transfer of assets and liabilities from one company to another (transfer of company) and further liquidation of the source company or assets allocation under liquidation.
Motivation
Separation procedure allows you to create the structure of ownership, in which, for example, the main assets of the company remain in the holding company, while the operational activities (incl. risks) is being transferred to another company, or vice versa.
Transformation
Transformation is changing a type of the company.
Transformation procedure: what and when?
| Stages | Schedule | |
| 1 | Make a decision to transform a company | |
| 2 | Apply to the Estonian Central Securities Depository for the share registration or deletion | 1-2 weeks. The Depository issues a notification on changing registration data a min. of one month after the transformation decision. Meanwhile fulfil items 3-4. |
| 3 | Submit an application to the Commercial Register | Changes are made within 5 business days. |
| 4 | Publish an announcement in the publication Ametlikud Teadaanded | 6 months |
Choosing Larssen® legal services you chose a comfortable solution of all reorganisation-related issues.
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