A legal merger involves a full integration of legal entities. This can be achieved by setting up a new acquiring legal entity within which the merging legal entities are brought together. Or it could be through a legal entity ceasing to exist as it merges with an existing acquiring legal entity.

With a merger, the entire assets of the legal entity that then ceases to exist are taken over by the acquiring legal entity. The main advantage of this is that the various assets do not need to be transferred individually. Furthermore, the cooperation of the creditors and contract partners is not required.

A legal merger is not possible if one of the merging legal entities has been wound up or is in a state of involuntary liquidation or has been granted a moratorium.

In order to bring about a legal merger, proceedings need to be followed that have been laid down by law. In general these proceedings involve the following steps: proposal for merger, provision of information, making available for inspection, publication, creditors' objections, merger resolution and the notarial deed of merger.

CMS Derks Star Busmann can help you throughout this process with both the notarial and tax aspects of mergers. Since it is the civil-law notary who ultimately has to declare in the deed of merger that all statutory requirements have been met, he must be involved in the merger right from the start.