Company registration, Other Legislation : Cross Border Mergers

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Incorporation and Names
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Limited Liability Partnership Incorporation and Namess
Limited Liability Partnership Incorporation and Names
Life of a Limited Liability Partnership
Life of a Limited Liability Partnership
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Limited Liability Partnership Strike off, Dissolution & Restoration
Limited Liability Partnership Late Filing Penalties
Limited Liability Partnership Late ;Filing Penalties
Limited Liability Partnership Late Filing Penalties
Limited Liability Partnerships Liquidation and Insolvency
Other Legislation
Other Legislation
Oversea Companies registered in the UK
Overseas Companies registered in the UK
Limited Partnership
Limited Partnership Act
Limited Liability Partnership Strike off, Dissolution & Restoration
Newspaper Libel and Registration Act
Limited Liability Partnership Late Filing Penalties
European Economic Interest Groupings
Conducting Business in Welsh
Conducting Business in Welsh
The European Company: Societas Europaea (SE)
The European Company: Societas Europaea (SE)
Cross Border Mergers
Cross Border Mergers
Liquidation and Insolvency
Liquidation and Insolvency
Incorporating a company
company  registration

Company registration, Other Legislation : Cross Border Mergers

Cross Border mergers involves plenty of formalities and paper work. It is essential to know about the different documents required and the processes involved in cross border mergers.

1. What should be filed at Companies House?

A merging company based in the UK must submit the following documents to the Registrar:

  • Copy of the merger draft
  • A photocopy of any of the court orders convening a meeting of the creditors or members issued under Regulation 11 of the Cross Border Mergers Regulations 2007.
  • Completed CB01, the cross border mergers form.

 

All the abovementioned documents have to be delivered to the Registrar at least two months prior to the first meeting of the merging members.  If you are in England or Wales, the documents have to be delivered to the Cardiff office, for Scotland it’s the Edinburgh office and the Belfast office for Northern Ireland.

 

 2. What kind of information is required in cross border merger forms?

Plenty of details have to be provided in cross border merger forms, which have to be completed by every merging company. The details include:

  • Full name of the company
  • Registration number
  • Registered address of the office
  • Law governing the company along with the legal form.
  • Address and name of the registry office where documents related to the company are filed and the name of the member state

 

 3. Filing fee for filling up of cross border mergers form?

Good news for all those contemplating a cross border merger. No fees are charged for cross border merger registration

4. What language should be used for completing the registration form?

The Cross border registration form has to be filled up in English.  

 

5. Where will you get a cross border merger form?

A cross border merger form commonly known as CB01 is available at the official website of Companies House (www.companieshouse.gov.uk). 

 

6. What happens when the documents are sent to the Registrar?

After receiving the documents, the Registrar publishes the notice of receipt in the National Gazette. The document is then made available to the public through the companies register.

 

7. How is Companies house associated with the UK merger companies after submission of the documents?

After completion of the relevant processes, the court order prepared in a UK court has to be submitted to the Registrar. By UK court it is meant the High Court in Wales and England, Court of Sessions in Scotland and the High Court in Northern Ireland. When the court approves the merger, every UK Company associated with the merger has to deliver a copy of the order to the Registrar. The court order has to be submitted at the Registrar’s office within 7 days from the date of issuance.  

When a “competent authority” of some other Member State issues a court order approving the completion of a cross-border merger, every company belonging to UK associated with the merger has to submit a copy of that order to the office of the Registrar for registration within 14 days from the date of issuance. Orders prepared in foreign language have to be accompanied by an authorized translation. 

8. What is the function of Companies House after receiving the court order?

After receiving the court order granting the completion of the merger, the Registrar will ask:

Every company belonging to some other member state to be dissolved because of the merger and notify the concerned registry provided if it is done in a UK court. 

Every UK company that is dissolved because of the merger, to strike its name from the official register and put a note on the public register mentioning that a merger has happened.

9. Is it possible to deal directly with the Companies House while making a cross-border merger?

Yes it is possible. The Companies House will help UK companies associated in cross border merger. However, our staff will offer guidance on all kinds of general matters like form filling etc., but they cannot advise anything on the appropriateness of the cross border merger for your organization and cant offer any guidance apart from helping with the completion of statutory forms.

If you are uncertain about any aspect of cross border merger procedures, its better seek professional help. 

 

 



Company Guidance:

Incorporation and Names

  1. Incorporating a company
  2. Choosing a company name
  3. Sensitive words and expressions
  4. Objections to company names
  5. Directors and secretaries
  6. Public companies
  7. Community Interest Companies
  8. Right To Manage companies and Commonhold Associations
  9. Disclosure of company name and specified other information
  10. Business names

Life of a Company - Part 1 Annual Requirements

  1. Annual Return
  2. Accounting reference Dates
  3. Accounting records
  4. Accounts for your members
  5. Accounts for Companies House
  6. Small company accounts
  7. Medium-sized company accounts
  8. Dormant company accounts
  9. Partnership accounts
  10. Community Interest Company
  11. Auditors

Life of a Company - Part 2 Event Driven Requirements

  1. Directors and secretaries
  2. Change of registered office
  3. Company records
  4. Resolutions
  5. Change of company name
  6. Change of constitution
  7. Share capital
  8. Re-registration of a company
  9. Charges & mortgages (England and Wales, Northern Ireland)
  10. Charges and mortgages (Scotland)

Strike off, Dissolution and Restoration

  1. Voluntary strike off and dissolution
  2. Companies no longer carrying on business or in operation
  3. Restoration by court order
  4. Administrative restoration

Late Filing Penalties - HOME

  1. Late filing penalties explained
  2. How to avoid late filing penalties
  3. Once a penalty has been imposed?
  4. Late filing penalty appeals

Late Filing Penalties - HOME

  1. Powers which relate to the delivery of information r
  2. Powers to amend the register
  3. Other registrar powers

Strike off, Dissolution and Restoration

  1. Grounds of the application
  2. Application by an individual to restrict the disclosure of their residential address
  3. Application by a company, LLP or overseas company to restrict the disclosure of its officers addresses
  4. Application by a subscriber of a proposed company or proposed member of a proposed LLP
  5. Application by an individual to make an address unavailable for public inspection
  6. Application by a company to make the addresses of its members unavailable for public inspection
  7. Application by a person who registers a charge to make an address unavailable for public inspection
  8. The registrar s decision

Limited Liability Partnerships:

Limited Liability Partnership Incorporation and Names

  1. Incorporating an LLP
  2. Members and designated members
  3. Choosing an LLP name
  4. Sensitive words and expressions
  5. Change of LLP name
  6. Objections to an existing LLP name
  7. Disclosure of the LLP name and other information

Life of a Limited Liability Partnership

  1. Members and designated members
  2. Registered office
  3. LLP records
  4. Annual return
  5. Accounting reference dates
  6. Accounting records
  7. Accounts for the members
  8. Accounts for Companies House
  9. Small LLP accounts
  10. Medium -sized LLP accounts
  11. Dormant LLP accounts
  12. Auditors
  13. Charges and mortgages, LLPs registered in England and Wales or in Northern Ireland
  14. Charges and mortgages, LLPs registered in Scotland

Limited Liability Partnership Strike off, Dissolution & Restoration

  1. Voluntary striking off and dissolution
  2. LLPs no longer carrying on business or in operation
  3. Restoration by court order
  4. Administrative restoration

Limited Liability Partnership Late Filing Penalties

  1. Late filing penalties explained
  2. How to avoid a late filing penalty
  3. What will happen when a penalty has been imposed
  4. Late filing penalty appeals

Limited Liability Partnerships Liquidation and Insolvency

  1. General insolvency information
  2. Voluntary arrangements
  3. In Administration & Administration orders
  4. Receivers
  5. Voluntary liquidation

Limited Liability Partnership Liquidation and Insolvency (Scotland)

  1. General insolvency information
  2. Voluntary arrangements
  3. In administration' and 'administration orders
  4. Receivers
  5. Voluntary liquidation

Other Legislation:

Oversea Companies registered in the UK

  1. Registration
  2. Delivery requirements
  3. Disclosure requirements
  4. Insolvency, winding up and closure

Limited Partnership

  1. Limited partnership registration
  2. Further Information

Limited Liability Partnership Strike off, Dissolution & Restoration

  1. Newspaper registration
  2. Further Information

Limited Liability Partnership Late Filing Penalties

  1. About EEIGs
  2. How to register an EEIG
  3. Further Information

Conducting Business in Welsh

  1. Welsh Companies and Limited Liability Partnerships
  2. Translations and Bilingual Information
  3. Quality of Documents

The European Company: Societas Europaea (SE)

  1. About SEs
  2. Formation
  3. Names
  4. Administration and management
  5. Further information
  6. Glossary
  7. Appendix A - List of public and private limited companies in each Member State

Cross Border Mergers

  1. Companies House procedures for a cross-border merger
  2. Further Information

Liquidation and Insolvency

  1. General information
  2. Corporate voluntary arrangements (CVA) including CVA moratoria
  3. In administration and administration orders - Cases beginning on or after 15 September 2003: In administration
  4. Receivers
  5. Voluntary liquidation
  6. Compulsory liquidation
  7. European cross-border insolvency proceedings
  8. Frequently asked questions
  9. Quality of documents
  10. Further information

Liquidation and Insolvency (Scotland)

  1. General information
  2. Corporate voluntary arrangements (CVA) including CVA moratoria
  3. In administration and administration orders - Cases beginning on or after 15 September 2003: In administration
  4. Receivers
  5. Voluntary liquidation
  6. Compulsory liquidation
  7. European cross-border insolvency proceedings
  8. Frequently asked questions
  9. Quality of documents
  10. Further information

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FAQs - Topics Companies House

Certificate of good standing  |  Legalisation of certificates given by the Registrar of Companies  |  Registering A New Company  |  General Document Questions  |  Limited Liability Partnerships  |  Change Of Company Name Resolution  |  Companies Administration, Objections And Directions  |  Company Charges & Mortgages |  Prosecuting Solicitors Office  |  Late Filing Penalties  |  Liquidation & Insolvency  |  Striking Off, Dissolution & Restoration  |  Disqualified Directors Register  |  Registration of a Compromise or Arrangement - a Scheme of Arrangement  |  Companies House Policy on SE s (European Companies)  |  Accounting Services - Financial Republic

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