In Norway there are favourable rules for restructuring enterprises and groups by means of mergers and demergers. Provided the enterprise comply with the rules of the tax law and company legislation, mergers and demergers can be conducted tax-free. This requires restructuring at tax continuity, where the tax positions are maintained and unchained in the acquiring enterprise.

For some enterprises it can be preferable to merge or demerge with full taxation, such as when it results in a loss or profit that can be netted against the loss carried forward. This can be done when the conditions for tax exemption in the Tax law are not met, for instance if the merger or dissolution is done without tax continuity.

The best way to restructure should be considered specifically, and RSM Advokatfirma has in-debt experience with such restructurings.

Typical issues and services in mergers and demergers:

  • Choice of transaction structure
  • Preparation of enterprise documents
  • Preparation of merger balance sheet
  • Calcuation of exchange ratio
  • Reporting mergers and demergers to the Register og Business Enterprises
  • Tax reporting
  • Accounting
  • Cross-border mergers, demergers and share swaps
  • Labour law related to mergers and demerges

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