The legislation prescribes two possible ways of merger of undertakings:

– one of the merging undertakings is deemed to be terminated and deleted from the register;
– merging undertakings found a new undertaking. Merging undertakings are deemed to be terminated and deleted from the register.
Merger arises many questions, so it would be wise to hold preliminary consultations.

The data we need to execute a merger:

– which merger alternative do you prefer?
If you need additional information, do not hesitate to contact us.

– which undertaking will be the acquired undertaking (and deleted from the register) and which will be acquiring undertaking?

– who will be the representative at the conclusion of a merger agreement and at the signing of the application at the office of the notary public (for example members of the management board), his details (first and surname, place of residence, personal identity code, number of identity document)?

– exchange ratio of new proportions/shares after merger?
– will the amount of capital be changed at merger?
– will the proportions/shares be transferred after signing the notarial agreement?
– establish the time since when the transferred proportions/shares entitle to participate in profits?
– consequences of merger to the employees of the acquired undertaking;

– will the merger report be drawn (mandatory for public limited company)?
(includes explanations and reasoning from the members of the management board in matters related to the legal and economic aspects of merger)

– do you wish to make other amendments in the registered data?
(like new location, business name, areas of activity)?

– do you have any special wishes for the new articles of association?

Merger entry will be made in the register within 6 months from the conclusion of merger agreement.

Do not hesitate to contact us when you have more questions. You are welcome to call on number 00 372 6691 970 or contact us by e-mail:
Your letters will be replied within 24 h.

Looking forward to hear from you.

Urmas Toome