Demerger Implementation and Final Accounts

Within six months from the General Meeting or the decision of the Board of Directors of a company participating in the demerger, such a company shall submit a notice regarding demerger implementation to the Trade Register. Decisions, information on the draft terms of demerger and other documentation will be annexed to such a notice, mainly to show the rights of creditors have been protected sufficiently.

The demerger of a limited liability company enters into force when the implementation of the demerger is registered. The assets and liabilities of the demerging company are transferred to the acquiring company or companies. However, in the case of a partial demerger or demerger by incorporation, only the assets and liabilities set out in the draft terms of demerger are transferred. Simultaneously, in a full demerger, the demerging company is dissolved and in the case of a demerger into a company to be incorporated, the acquiring company is incorporated. At the time of registration of the implementation of the demerger, the demerging company’s shareholders and holders of options and other special rights of the demerging company or, in the case of a demerger by incorporation, the demerging company, become entitled to a demerger consideration in accordance with the draft terms of demerger.

As a final stage of a full demerger, the demerging company shall prepare the final accounts, which shall be submitted for registration to the Trade Register, following annexation of an audit report and adoption at a general meeting.