New simplifications in the field of mergers of companies

Publication / 15.09.2023

On September 15, 2023, an amendment to the Company Commercial Code (CCC) came into force, introducing new provisions concerning, among other things, mergers of companies.

As a result of the amendment, among other things, Article 5151 was added to the Companies Act, which provides the possibility to merge joint-stock companies without granting shares to the acquiring company, in a situation where one partner holds directly or indirectly all the shares of the merging companies, or the partners of the merging companies hold shares in the same proportion in all the merging companies.

The above-mentioned changes have introduced a number of advantages. First and foremost, after the merger, the capital share attributable to the individual shareholders of the merging companies will remain the same. In addition, if the conditions of Article 5151 of the Companies Act are met, the plan of merger need not include, among other things, a description of the exchange ratio of shares of the target company or the incorporation of a new company. The amendment also eliminated the need to increase the share capital and, consequently, the obligation to determine surcharges.

Thanks to this amendment, the procedure related to the merger of companies has been simplified by reducing formalities involved, thus speeding it up and reducing costs.