Companies House

Changes to Cross Border Merger Notification Requirements

The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 will come into force on 1st August 2011. This Statutory Instrument amends the Companies (Cross-Border Merger) Regulations 2007.

The amended regulations introduce a new facility for companies to publish draft terms of a merger on a website.  Companies must provide notification of this on the CB01 form. If companies choose not to use this facility they must still attach a hard copy of the draft terms with the completed form.

1. What does Companies House now expect to receive after 31 July 2011?

• A completed cross border merger form CB01, enclosing either a copy of the draft terms of merger or confirmation that the draft terms are available on a website 
• A copy of any court order summoning a meeting of members or creditors made under regulation 11 of the Companies (Cross Border Mergers) Regulations 2007.

These documents must be delivered to the Registrar at least 2 months before the first meeting of the members (for England and Wales the Cardiff office: for Scotland the Edinburgh office, for Northern Ireland the Belfast office).

2. What do I need to do to publish draft terms of merger on a website?

The following conditions must be met:

• The website is maintained by or on behalf of the company and identifies the company
• There is no fee payable to access the draft terms on the website
• The draft terms remain available on the website throughout the period beginning one month before, and ending on the date of the first meeting of members

For more information on Cross-Border Mergers please refer to the Guidance Booklet GP07.