The voluntary winding-up of a company without liquidation is possible if the entire capital of the company is passed on to the legal successor (merger, Division of Companies).
Merging companies, called Merger is a procedure whereby one or more of the companies are extinguished, the capital of these extinnishing companies being transferred to another already existing company, which is hereby becoming the successor to the extinnishing companies. The condition is that the Extinse company and the company to which its capital is transferred have the same legal form. An exception, when this rule does not apply, is the merging of a limited liability company. The shareholders of the extinguishing company may, but may not, become companions of the successor company and shall also be entitled to a balancing share.
Company A, which we wish to cancel, is a deboggling company. Company B, which already exists, is the successor company and absorbs the entire company A and thus assumes all its rights as well as liabilities (assets, accounts, employees, contractual relations, etc.). As a result, the company and cease to exist as a legal entity and will be deleted from the business register.
Our service includes:
- Preparation of all documents necessary for the merging of companies (decision of the members to cancel the company, report with a justification for the merger, contract of merging companies, approval of the draft contract of merging companies, full text of the social Contract, or Statutes, etc.),
- Convening the necessary general meetings,
- Preparation and subsequent submission of proposals for registration in the commercial Register,
- Notification of the change to the tax and commercial office,
- Consultancy related to company cancellation.