Antohi Laurențiu Law Office
Company mergers and demergers — from the draft plan to registration with the Trade Registry.
Do you want to consolidate several companies into one, or split a business into two separate entities? Mergers and demergers are technical operations, with strict deadlines and creditor rights that must be respected — I’ll guide you through every step, from the draft plan to the final registration.
Merger or demerger — what’s the difference.
Merger
This can happen by absorption — one of the companies takes over the assets of the others, which dissolve without liquidation — or by consolidation, when all the companies involved disappear and a new company is formed, taking over their entire assets.
Demerger
This can be full — the company dissolves and its assets are split between two or more companies — or partial, when the original company continues to exist and transfers only part of its assets to one or more beneficiary companies.
The exchange ratio and valuation
Each operation requires valuing the assets and liabilities of the companies involved and setting the exchange ratio for the shares — the most sensitive point, especially when the shareholders don’t share the same interests.
How a merger or demerger unfolds, in practice.
The merger or demerger plan
The directors draw up the plan — the form, name and registered office of the companies involved, the exchange ratio, and the date from which the absorbed company’s operations are treated as those of the absorbing company. The plan is filed with the Trade Registry.
Publication in the Official Gazette
Once approved, the plan is published at least 30 days before the general meeting that is to decide on it — a period meant to inform creditors and shareholders and allow them to react.
Creditor objection
Any creditor with a claim predating the publication can file an objection. An upheld objection suspends the operation until it’s finally resolved, unless the company pays the debt or offers sufficient guarantees — which is why a well-prepared plan matters.
The shareholders’ resolution and registration
Each company involved decides on the operation within no more than 2 months of the objection period expiring. The merger or demerger takes effect upon registration of the new company or the corresponding entry with the Trade Registry.
An unresolved objection blocks the whole operation.
The most common cause of delay in a merger or demerger isn’t the general meeting, but a creditor who objects because they weren’t properly informed or given guarantees. A well-drafted plan, with accurate valuations and clear communication to creditors, greatly reduces the risk of a holdup.
Send me the documents of the companies involved.
Fill in the form below, selecting “Mergers & Demergers” as the type of issue. Upload the constitutive documents of the companies involved and the latest financial statements, if you have them on hand.