Merging operations are regulated from a juridical point of view, through Law no. 31/1990, republished, with subsequent amendments. The merger is a set of operations where two or more companies decide separately the transmission of assets, liabilities and equity in one company or the formation of a new company in order to join their activities.
The merger has the purpose to dissolve without liquidation the companies which ceased to exist and transmit their universal elements of assets, liabilities and equity to the receiving company in the state in which it is on the date of the merger.
Usually, the merger of companies is done in two ways (preferred by our customers):
- merger by absorption of one or more companies by another company;
- fusion by amalgamation of two or more companies to form a new company.
- From a juridical point of view, the company that absorbs (absorbant) acquires the rights and is held by the obligations of companies it absorbs.
- From a fiscal point of view, the provisions of taxation laws are applicable to existing situations within the companies that merge.
- Each of the merging companies must prepare financial statements on the merger in accordance with Art. 26 para. (1) of the Accounting Law no. 82/1991, republished with subsequent amendments.
- Merging companies are required to conduct an inventory of assets and liabilities, according to Art. 8 para. (1) of the Accounting Law no. 82/1991, republished with subsequent amendments.
- According to art. 9 para. (1) of the Accounting Law no. 82/1991, republished with subsequent amendments, existing elements evaluation within the companies at the time of recording and presenting them in financial statements is made according to applicable accounting rules and regulations.