Cross-border mergers for companies in different EEA countries

A Swedish limited company and a company from another country within the European Economic Area (EEA) can reorganise themselves through a merger. There are specific rules for such mergers, known as cross-border mergers. In this type of merger, the assets and liabilities of one or more companies are taken over by another company.

The rules for cross-border mergers apply if a Swedish limited company wants to carry out a merger with a company incorporated in an European Economic Area (EEA) member state. The foreign company must have its registered office, head office or primary business activity in the EEA. The foreign company must have a legal status corresponding to that of a Swedish limited company.

A cross-border merger takes place in several steps

  1. The board members of the merging companies jointly create a merger plan.
  2. The companies apply for registration of the merger plan with their respective registration authorities. In Sweden, the Swedish Companies Registration Office is the registration authority.
  3. The companies take a decision to approve the merger plan and inform their creditors if necessary.
  4. The companies apply for permission to implement the merger plan with their respective registration authorities.
  5. The Swedish Companies Registration Office registers a sanction of the merger and issues a merger certificate for the Swedish company, allowing the company to complete the merger.
  6. The merger is completed according to alternative 6(a) or (b) below.

    Table showing how the merger is completed if a Swedish or a foreign company is the transferee.

    a. Swedish company
    is the transferee

    b. Foreign company
    is the transferee

    The Swedish company must report the merger to the Swedish Companies Registration Office.

    The registration office informs the registration authority of the foreign company that the merger has been completed in Sweden.


    The Swedish company must submit the merger certificate to the registration authority of the foreign company.

    After the merger is completed, the registration authority of the foreign company must inform the Swedish Companies Registration Office of the merger’s completion.


1. The board members of the merging companies jointly create a merger plan

The board of directors of the merging Swedish and foreign companies must create a merger plan together. The plan must comply with the laws of the countries of the merging companies and contain all the terms of the merger.

The boards prepare a directors’ report for the merger

The boards of the participating companies must describe all the circumstances which might be important in assessing the appropriateness of the merger. The directors’ report can be part of the merger plan or a separate annex. The report must include information on the likely impact on shareholders, creditors and employees and must address the legal and financial considerations that the boards have taken into account.

The boards are not allowed to attach the report when notifying the registration authority of the merger plan, but the companies must have the plan available so that shareholders, creditors and employees can consult it.

Employee representatives have the right to express their opinions on the merger. Those opinions must be attached to the directors’ report if the board receives them within a reasonable time.

An auditor reviews the merger plan

An auditor must review the merger plan and create a statement of opinion on the results of this review. The audit of the participating Swedish company must be conducted by an authorised or approved public accountant or by a registered auditing firm. The audit of the participating foreign company must comply with the laws of the company’s home country.

2. The companies apply for registration of the merger plan

The Swedish company

The Swedish company must apply for registration of the merger plan with the Swedish Companies Registration Office within one month of the boards’ signing it. If the merger plan is created in a language other than Swedish, the company must send a Swedish translation created by a certified translator.

The Swedish company must pay a registration fee.

The application must contain the following:

  • The original application, including information on:
    • the company form, business name and registered office of each of the merging companies
    • the companies’ registration numbers (e.g. Swedish corporate identity number) and registration authority
    • how creditors and, if necessary, minority shareholders are to make use of their rights as well as the addresses where they can be fully informed of those rights
    • business addresses
  • The merger plan
  • The directors’ report
  • Articles of association of the transferee company
  • Auditor’s opinion
  • Annual reports of both companies for the last three years (copies)
  • Additional financial information, if the merger plan is created later than six months from the last closing date for which the annual reports were submitted.

After a complete application is received by the Swedish Companies Registration Office, we register the merger plan and announce it in the Official Swedish Gazette.

The foreign company

The foreign companies involved in the merger apply for registration of the merger plan in those countries and in accordance with the rules in force there.

3. The companies take a decision to approve the merger plan and notify creditors

Before the companies can apply for permission to implement the merger plan, the plan must have taken effect. In Sweden, this is done in different ways depending on the type of merger and on whether the transferee and the transferor company in the merger has its registered office in Sweden or abroad. The transferee company absorbs all the assets and liabilities of the transferor company.

A merger plan can take effect at the following times:

  • When the shareholders’ meeting has decided to approve it
  • When the date for requesting the approval of the shareholders’ meeting in the transferee company has passed
  • Immediately after the registration of the merger plan has been announced.

If the shareholders’ meeting is to take a decision, all shareholders and employees must have access to the merger plan, all attached documents and the directors’ report at least one month prior to the meeting.

If a Swedish company is the transferor

Once the merger plan has taken effect, the Swedish transferor company must inform its known creditors of the merger plan and that the creditors have the right to oppose the merger.

If a Swedish company is the transferee

A Swedish transferee company only has to inform its creditors if the auditor has stated in their opinion that the merger entails a risk that the creditors will not have their claims paid.

4. The companies apply for permission to implement the merger plan with the registration authorities

The Swedish company

The Swedish company must apply for permission from the Swedish Companies Registration Office to implement the merger plan. The application must always be submitted within one month of the date when the plan takes effect.

The Swedish company must pay a registration fee.

This application should contain the following:

  • The original application
  • The merger plan
  • A declaration that the merger is not prohibited under competition law or that the merger under this law is not being examined.

In some cases, the application must also contain the following:

  • Minutes of the shareholders’ meeting, if the meeting has decided on the merger plan
  • A certificate stating that the Swedish company has informed its known creditors.

The Swedish Companies Registration Office notifies the Swedish Tax Agency

After the Swedish Companies Registration Office receives the application, we notify the Swedish Tax Agency. The tax agency can decide that there are obstacles to the implementation of the merger plan during a specific period of time. This period must not exceed 12 months, but it can be extended if there are special reasons for doing so. The Swedish Companies Registration Office declares the merger dormant for as long as the tax agency’s decision applies.

Visit the Swedish Tax Agency for more information about merger plan decisions (in Swedish) External link..

The foreign company

Foreign companies involved in the merger apply for permission under the rules in force in those countries.

5. The Swedish Companies Registration Office registers a sanction of the merger and issues a merger certificate

If there are no obstacles to the merger, the Swedish Companies Registration Office must register permission to implement the merger plan. The Swedish Companies Registration Office registers its sanction of the merger and sends a merger certificate to the Swedish company.

For foreign companies, merger certificates must be issued by their registration authorities.

If the company does not receive permission

If the Swedish Companies Registration Office decides that the company is not allowed to carry out the merger, the company can appeal the decision. The appeal must be lodged with the Administrative Court of Härnösand but sent to the Swedish Companies Registration Office. The appeal must have been lodged with the Swedish Companies Registration Office within two months of the decision.

6. The merger is completed

After the registration authorities of the merging companies authorise the implementation of the merger plan and issue merger certificates, the merger must be completed. This is done differently depending on which company, the Swedish or the foreign company, is the transferee in the merger.

6(a) Swedish transferee company – merger registered

If the Swedish company is the transferee, it must notify the Swedish Companies Registration Office that the merger has been completed, no later than six months after the merger certificate was issued. The Swedish company must pay a registration fee.

The following must be submitted with the application:

  • The original application
  • The original merger certificate from the registration authority of the foreign company
  • A copy of the merger plan.

The Swedish Companies Registration Office registers the merger and announces the registration in the Official Swedish Gazette. The legal effects of the merger come into force when we at the registration office register the merger. The legal effects include the dissolution of the transferor company and the transfer of its assets and liabilities to the transferee company.

The Swedish Companies Registration Office informs the registration authority of the foreign company that the merger has been completed.

6(b) Foreign transferee company – Swedish transferor company is deregistered

If the foreign company is the transferee, the Swedish company must send the merger certificate to the registration authority of the foreign company. This must be done within six months of the date when the merger certificate was issued.

When the merger is completed in the home country of the transferee company, the registration authority of the foreign company must inform the Swedish Companies Registration Office. We at the registration office deregister the Swedish company and announce it in the Official Swedish Gazette.

The legal effects of the merger depend on the rules of the member state where the foreign company is domiciled. The legal effects include the dissolution of the transferor company and the transfer of its assets and liabilities to the transferee company.

Separate financial statements

The board of directors of the Swedish company must create a separate financial statement covering the period up to the date on which the legal effects of the merger came into force.

Cross-border mergers between economic associations take place in different ways

Read more in the act on economic associations (in Swedish) External link..

Laws and regulations on cross-border mergers

Cross-border mergers are governed by the rules of:

Your Europe – This webpage is part of an EU quality network
Help us improve