The Commercial Companies Code established two means of mergers of companies. The connection can be made by:

• merger by acquisition, involving the transfer of the entire assets of the company (the target) to another company (the acquirer) for shares that the acquiring company issues to the target company, or
• merger by formation of a new company, consisting of the creation of a capital company, to which the assets of all the merging companies will be transferred for the shares of the new company.

Merger by acquisition - characteristic feature of this type of merger is the termination of the legal existence of one or more of the target companies, and the continued operation of the acquiring company with the same legal form. Legal existence of the target companies ends with deletion from the registry, their rights and obligations are transferred by way of universal succession to the acquiring company. Also existing partners or shareholders of target companies become partners or shareholders of the acquiring company on the date of merger.

A consequence of merger by acquisition is usually an increase of share capital of the acquiring company, in order to issue new shares for partners or shareholders of the target companies.

Merger by formation of a new company - in contrast tomerger by acquisition, this type of merger of companies leads to termination of the legal existence of all legal persons participating in the process of merging. As a result of a merger, a new business entity is being formed, which is created by shareholders of companies participating in the process of merging. Despite the universal succession, the new company has no historical continuity of companies that created it.

S&P helps their Clients to perform such time-consuming process as a process of companies' merger.

Our service includes:

• preparing plans of companies' mergers;
• preparing statements justifying the merger for each company;
• preparing resolutions of assembly of partners or the general meeting of each of the merging companies in the matter of merging;
• preparing an announcement of merger of companies,
• registration of all changes in the National Court Register, the Tax Office and the Statistical Office;
• preparing memorandum (a statute) of association of the company;
• monitoring and advisory at each stage of merger.

Due to complexity of the process related to merger, its cost is always determined individually. It is composed of:

• Remuneration for the S&P for leading the process of merger;
• Remuneration of the auditor;
• Fees in the National Court Register.

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