Guidance

A cross border merger is the merger of companies that have been incorporated in member states within the European Community (EC) or within the European Economic Area (EEA), and at least two of these companies are governed by the law of different Member States.

Every company registered in Cyprus may participate in a cross-border merger with the exception of limited liability companies by guarantee and companies under liquidation.

A cross-border merger can be achieved by means of:

1. absorption, where one or more companies are dissolved without going into liquidation and, upon dissolution all their assets and liabilities are transferred to another pre-existing company - the absorbing company;
2. incorporation, where two or more companies are dissolved without going into liquidation and, upon dissolution they transfer all their assets to the new company that they incorporate; or
3. acquisition, where a company is dissolved without going into liquidation and, upon dissolution it transfers all its assets and liabilities to the company holding all the securities or shares representing its capital.

Regardless of the type of cross-border merger you decide to proceed with, where the company to be absorbed/ acquired is a Cyprus company then, the following procedure must be followed:

• Drafting and submitting the common draft terms for the cross-border merger
• Approval at the general meeting and issuance of court order
• Informing the Registrar of Companies for the completion of the process