Types of Cyprus Cross – Border Mergers
- Merger 1: The transfer of all the assets and liabilities of the limited liability company which is dissolved without going into liquidation (the acquired company) to another existing company (the acquiring company), in exchange for members of the acquired company with shares in the acquiring company and possibly against payment in cash;
- Merger 2: The transfer of all the assets and liabilities of two or more limited liability companies which are dissolved without going into liquidation in another limited liability company previously being formed (the new company) in exchange for their members being issued with shares representing the capital of the new company, and possibly against payment in cash;
- Merger 3: The transfer of all the assets and liabilities of the limited liability company being dissolved without going into liquidation in a limited liability company holding all the shares representing its capital;
- Division: The division is defined as an act by which a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to two or more existing or new companies, in exchange for a pro-rata issue to its shareholders, the shares representing the capital of the companies receiving the assets and liabilities, and possibly against payment in cash;
- Partial division: The partial division is defined as an act by which one or more branches of activities of a company are transferred, without the company being dissolved, to one or more pre-existing or new companies, leaving at least one branch of activity to the transferring company, and possibly against payment in cash;
- Transfer of Assets: The “transfer of assets” is defined as an act which a company transfers without being dissolved all or one or more branches of activities to another company in exchange for shares in the capital of the receiving company;
- Exchange of shares: The exchange of shares is defined as an act which a company acquires a holding in another company usually to secure a majority of the voting rights of that company in exchange for the issue to shareholders of the second company in exchange for their shares, shares in the capital of the first, and possibly against payment in cash;
Where applicable above, cash payments shall not exceed 10% of the nominal value or, in the absence of a nominal value, the book value of securities or shares representing the capital of the company resulting from the merger, unless permitted by the legislation of the member state regulating at least one of the merging companies.
Transfer-in of a Limited Liability Company (Transfer of a Company’s Seat: Transfer-in Company is defined as the procedure of re-domiciling a foreign company’s registered office from a country or jurisdiction in the Republic of Cyprus and vice versa.
The transfer of a company’s registered office into Cyprus, apply inter alia, if the foreign company is registered in a country which allows re-domiciliation and which company’s Memorandum and Articles of Association provide for the possibility of re-domiciliation.
- Cross-border mergers are permitted only between types of companies that may merge under the national law of the Member States.
- Every Cyprus company can take part in a Cross-Border Merger except, limited liability companies by guarantee and companies under liquidation
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