Our team of specialists has extensive experience of company mergers, both domestic and cross-border. As well as merging two companies, we also handle mergers involving several companies.
The benefits of merging companies lie chiefly in pooling more capital for growth, the potential for higher profits, a broader product range, savings on transaction costs, a stronger market position, time savings, and the reduction and spreading of risk.
Merging Two or More Companies
A merger of two companies requires a notarial deed of merger signed by the directors of all the merging companies, and approval of the merger by their shareholders at a general meeting. Following the merger, only one company remains out of the two or more involved. The entire process – from preparation and signing through to the final deletion of the companies and registration of the merger – can take as little as 7 working days.
Cross-Border Merger of a Slovak s.r.o. With an English Ltd
Benefits of Merging an English Company With a Slovak Company
England is renowned for its advanced economy and for companies well established in global markets. In business decisions, choosing the right strategy is always vital, and one way of gaining prestige and credibility is to merge your existing Slovak trading company with an English company. A merger of this kind will enhance your image abroad.
Price of a Cross-Border Merger of an English Ltd and a Slovak s.r.o.
Our team of professionals can complete the entire merger process within 3–6 months for a price of EUR 2,000.
Procedure for Merging an English Company With a Slovak Company
A merger of a Slovak and an English company requires the merging companies to have a comparable legal form (e.g. a Slovak s.r.o. and an English Ltd). The merger process is relatively complex and hinges on one key document – the draft merger agreement between the Slovak and the English company.
The draft merger agreement contains, in particular: the shareholders’ interests in the successor company, or the amount of their contributions to it the impact of the merger on employment a report describing the effects of the transformation on the financial position of shareholders and creditors notice that assets must be valued by an expert in certain cases the draft memorandum of association, or the deed of incorporation and articles, of the company formed by the merger details of the assets passing to the successor company details of the procedures for arranging employee participation in the management of the successor company, where required the date of the financial statements of the participating companies on which the terms of the merger of the Slovak and English companies were based
Where a Slovak s.r.o. or a.s. is merging with an English company, the draft merger agreement must also meet the requirements of Section 218 of the Commercial Code.
The draft merger agreement is filed in the collection of deeds. No later than the time of filing, the Slovak company must publish the following information: the business name, legal form and registered office of both the Slovak and the English company the name of the companies register the company registration number (IČO) or other type of registration number details of the measures adopted to protect the rights of creditors and minority shareholders
The draft merger agreement must be approved by the shareholders (all shareholders, or a two-thirds majority), and at least 60 days before the vote on the draft, the Slovak company must publish the draft merger agreement at its registered office or on its website, together with the information required under Section 69aa(4) of the Commercial Code. Before the merger is entered in the Commercial Register, a notary reviews whether the conditions for the merger of the Slovak and English companies have been met and issues a certificate to that effect in the form of a notarial deed.
Once the certificate has been issued, an application is filed to delete the company from the companies register in one state, together with an application to enter the merger details in the relevant companies register in the other state. The dissolving company is deleted from the register in the first state only once the registry court in the other state has recorded receipt of notice that the merger has taken effect.