Guidance

A company which is registered in Cyprus can participate in a cross-border merger with the exception of limited liability companies by guarantee and companies under liquidation.

A cross-border merger is the merger of limited liability companies which have been incorporated in member states within the Community or within the European Economic Area, provided that at least two of such companies are governed by the law of different member states.

There are three (3) possible ways in which a cross-border merger can take place:

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

Once you decide to proceed with a cross border merger in any one of the above three ways and the resulting company is a Cyprus company, the procedure described below must be followed:

• Drafting and submission of the common terms of the cross border merger
• Approval by the general meeting and issue of a pre-merger certificate
• Filing of the court order approving the completion of the cross border merger