Implementation of the Merger and Final Accounts

Within six months from the resolution of the merger a notification regarding the implementation of the merger shall be filed with the Trade Register.  Documentation relating to the merger specified in the Companies Act, such as, inter alia, a declaration by the members of the Board of Directors and the managing director that the merger has been carried out in compliance with the provisions of the Companies Act, a certificate that written notices have been sent to known creditors, and the necessary auditor's statement and certificate will be attached to such notification, mainly to show that the rights of creditors have been adequately protected. The implementation notification shall also be accompanied by information on the draft terms of merger and the merger decisions of the merging companies taken on the basis thereof.

The merger of a limited liability company enters into force when the implementation of the merger is registered in the Trade Register. Simultaneously, the assets and liabilities of the merging company or companies are transferred to the acquiring company, and the shareholders and holders of options and other special rights of the merging companies are entitled to the merger consideration.

As a final stage of the merger, the merging 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.