In brief
A demerger splits a company into two or more. A merger combines companies. Both can, as a rule, be carried out without tax when the conditions are met. I help with the structure, the documents and the process from start to registration.
Typical situations
- Real estate and operations sit in the same company, and you want to separate them.
- Several owners want to go their separate ways and divide the company between them.
- The group has too many companies, and you want a simpler structure.
- You are preparing a sale and want to separate the part that will be sold.
How it works
- StructureWe clarify the goal and choose the method, and I check the conditions for tax exemption.
- Plan and documentsI prepare the demerger or merger plan, the board's statement and the other documents, and work with the auditor on the expert statement.
- ResolutionThe general meeting of each company involved approves the plan, normally by a two-thirds majority.
- Creditor noticeThe resolution is filed with the Register of Business Enterprises, and creditors have six weeks to object.
- CompletionAfter the deadline, completion is filed and the demerger or merger takes effect.
Good to have ready
- Annual accounts and balance sheet for the companies
- An overview of owners, assets and debt
- Any loan agreements and security
- The intended split or final structure
From resolution to completion, a demerger or merger normally takes a couple of months because of the creditor deadline. If you have a deadline, such as a sale, it pays to start early.
Common questions
How long does a demerger take?
Allow two to three months from resolution to completion. Creditors have six weeks to object after the resolution has been announced.
Can a demerger be carried out without tax?
Yes, as a rule, when the conditions in chapter 11 of the Norwegian Tax Act are met and the demerger follows the Companies Act. Tax values are carried over, the shareholders are mainly compensated in shares, and values are split so that no owner ends up with more than before.
Do I need an auditor for a demerger?
Yes. The demerger plan must as a rule have a statement from an independent expert, normally an auditor. I work with the auditor throughout the process.
Price
Once I have looked at the matter, you get a fixed price for the engagement before any work starts. You know what it will cost, with no surprises.