Company registration, Other Legislation : Cross Border Mergers

Cross Border mergers involves plenty of formalities and paper work. It is essential to know about the different documents required and the processes involved in cross border mergers.

1. What should be filed at Companies House?

A merging company based in the UK must submit the following documents to the Registrar:

• Copy of the merger draft
• A photocopy of any of the court orders convening a meeting of the creditors or members issued under Regulation 11 of the Cross Border Mergers Regulations 2007.
• Completed CB01, the cross border mergers form.

All the abovementioned documents have to be delivered to the Registrar at least two months prior to the first meeting of the merging members.  If you are in England or Wales, the documents have to be delivered to the Cardiff office, for Scotland it’s the Edinburgh office and the Belfast office for Northern Ireland.

 2. What kind of information is required in cross border merger forms?

Plenty of details have to be provided in cross border merger forms, which have to be completed by every merging company. The details include:

• Full name of the company
• Registration number
• Registered address of the office
• Law governing the company along with the legal form.
• Address and name of the registry office where documents related to the company are filed and the name of the member state

 3. Filing fee for filling up of cross border mergers form?

Good news for all those contemplating a cross border merger. No fees are charged for cross border merger registration

4. What language should be used for completing the registration form?

The Cross border registration form has to be filled up in English.  

5. Where will you get a cross border merger form?

A cross border merger form commonly known as CB01 is available at the official website of Companies House (www.companieshouse.gov.uk). 

6. What happens when the documents are sent to the Registrar?

After receiving the documents, the Registrar publishes the notice of receipt in the National Gazette. The document is then made available to the public through the companies register.

7. How is Companies house associated with the UK merger companies after submission of the documents?

After completion of the relevant processes, the court order prepared in a UK court has to be submitted to the Registrar. By UK court it is meant the High Court in Wales and England, Court of Sessions in Scotland and the High Court in Northern Ireland. When the court approves the merger, every UK Company associated with the merger has to deliver a copy of the order to the Registrar. The court order has to be submitted at the Registrar’s office within 7 days from the date of issuance.  

When a “competent authority” of some other Member State issues a court order approving the completion of a cross-border merger, every company belonging to UK associated with the merger has to submit a copy of that order to the office of the Registrar for registration within 14 days from the date of issuance. Orders prepared in foreign language have to be accompanied by an authorized translation. 

8. What is the function of Companies House after receiving the court order?

After receiving the court order granting the completion of the merger, the Registrar will ask:

Every company belonging to some other member state to be dissolved because of the merger and notify the concerned registry provided if it is done in a UK court. 

Every UK company that is dissolved because of the merger, to strike its name from the official register and put a note on the public register mentioning that a merger has happened.

9. Is it possible to deal directly with the Companies House while making a cross-border merger?

Yes it is possible. The Companies House will help UK companies associated in cross border merger. However, our staff will offer guidance on all kinds of general matters like form filling etc., but they cannot advise anything on the appropriateness of the cross border merger for your organization and cant offer any guidance apart from helping with the completion of statutory forms.

If you are uncertain about any aspect of cross border merger procedures, its better seek professional help.