FID Trust International

The Companies (Cross-Border Mergers) Regulations 2007/2974 implement the European Directive on Cross-Border Mergers of Limited Liability Companies (Directive 2005/56/EC). This makes it possible for a transferor company to transfer assets and liabilities to a transferee company, without the transferor company needing to go into liquidation. The merger must involve at least one company formed and registered in the UK and at least one company formed and registered in an EEA state other than the UK.

It is also possible for a limited liability partnership (LLP) to carry out a cross border merger. The relevant legislation is part 10 of The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009. This legislation applies certain modifications to The Companies (Cross-Border Mergers) Regulations 2007, to take into account the different structure of an LLP and a company. The information in this guidance booklet can be read as if it were applied to both companies and LLPs.

Types of Merger

  1. Merger by absorption - This is where one or more companies transfer all their assets and liabilities to another existing company. Every transferor company is dissolved without going into liquidation.
  2. Merger by absorption of a wholly owned subsidiary - This is where a company transfers all its assets and liabilities to another company which holds all the shares or other securities representing its capital. The transferor company is dissolved without going into liquidation.
  3. Merger by formation of a new company - This is where two or more companies transfer all their assets and liabilities to a new company formed for the purposes of the merger.
  4. The transferor companies are dissolved without going into liquidation.

Documents which needs to be filed at Companies House

A UK merging company should apply to the court (in the UK this will be the High Court or the Court of Session) for an order certifying that the company has properly completed the pre-merger acts and formalities for the cross-border merger. The court may also, at the request of a creditor or member of a UK merging company, require the UK company to seek the approval of creditors or members to the terms of the merger. There are also obligations to inform employees of the details of the merger.

Other requirements may apply depending on the type of merger taking place.

The directors of a UK merging company must deliver to the Registrar:

  1. A completed cross-border mergers form CB01, enclosing either a copy of the draft terms of merger or confirmation that the draft terms are available on a website.
  2. A copy of any court order summoning a meeting or members or creditors made under regulation 11 of the Companies (Cross-Border Mergers) Regulations 2007.
  3. A completed cross-border mergers form.

These documents must be delivered to the Registrar at least 2 months before the first meeting of the members (for England and Wales the Cardiff office; for Scotland the Edinburgh office).

Cross-border mergers form

The cross-border merger form asks for a number of details which will have to be completed for each merging company. These are:

  1. full company name;
  2. registered number;
  3. registered office address;
  4. legal form and law by which the company is governed, and
  5. name of the member state, and the name and address of the registry where company documents are filed.

There is no fee payable for registration of this form.

The form must be completed in English.

When documents are sent to the Companies House the Registrar will publish notice of the receipt of the documents in the national gazette and make the documents available to the public on the companies register.

When the company has completed all the relevant procedures, the next document to be delivered to the Registrar will be a court order. Where the court order is made in a UK court (in England and Wales the High Court, in Scotland the Court of Sessions and in Northern Ireland the High Court) approving the completion of a merger, every UK company involved in a merger must deliver a copy of the court order to the Registrar. The court order must be delivered to Companies House no more than 7 days after the date on which it was made. Where an order is made by a ‘competent authority’ of another Member State approving the completion of a cross-border merger, every UK company involved in the merger must deliver a copy of the order to the Registrar for registration not more than 14 days after the date on which it was made. Any order in a foreign language must be accompanied by a certified translation.

When a court order approving the completion of a merger is received, the Registrar will:

  1. For each company from another Member State which is being dissolved as part of the merger, inform the relevant registry of the merger (if it is a UK court order).
  2. For a UK company which is being dissolved as part of the merger, strike the name from the UK register and place a note on the public register stating that a merger had taken place.

You can deal with UK companies involved in a cross-border merger, Companies House will be happy to help.

You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh. You may also send documents by post, by the Document Exchange service (DX) or by Legal Post (LP) in Scotland. If you send documents, please address them to:

For England & Wales: The Registrar of Companies Companies House Crown Way Cardiff CF14 3UZ DX33050 Cardiff For Scotland: The Registrar of Companies Companies House 37 Castle Terrace Edinburgh Ep 2EB DX ED235 Edinburgh 1 LP - 4 Edinburgh 2

If you are sending documents by post, courier or Britdoc (DX) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope.

Please note: an acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House.

Please note: Companies House does not accept statutory documents by fax.

Contact Centre: 0870 3333 636* Mini-com: 029 2038 1245 This email address is being protected from spambots. You need JavaScript enabled to view it. www.companieshouse.gov.uk

Cardiff: Companies House Crown Way, Cardiff CF14 3UZ Fax: 0870 33 33 636.

Edinburgh: Companies House 37 Castle Terrace, Edinburgh Ep 2EB Fax: 0131 535 5820.

London: Companies House 21 Bloomsbury Street, London WC1B 3XD Fax: 0870 33 33 636.

When Companies House receives a court order from the High Court or the Court of Session approving a cross-border merger, it will:

  1. send notification of the order to the register of each transferor company from another EEA state;
  2. dissolve any UK transferor company from the UK register and place a note in the register stating that as from the date on which the consequences of the merger took effect the assets and liabilities of the UK transferor company were transferred to the transferee company.

When Companies House receives notice from the registry of another EEA state of an order approving the completion of a cross-border merger, it will:

  • dissolve every UK transferor company from the UK register and place a note in the register stating that as from the date on which the consequences of the merger took effect the assets and liabilities of the transferor company were transferred to the transferee company.

FID Trust International : 0207 439 3400 (0044 207 439 3400 – International) or E-mail us.