Legal existence vs. cancellation

In the case of corporations mergers by acquisition, connection is done by the date of the registration of the merger of the register of entrepreneurs proper, by the head office of the acquiring company. In addition of the need for registration of the merger to the register of entrepreneurs proper by the head office of acquiring company, there is still need for the deletion of the acquired company. Removal from the register of entrepreneurs is done ex officio.

Please note, that the order of entry of said merger never becomes decision of the cancellation of the acquired company. The provisions of the Code of Commercial Companies clearly states that the entry of the connection "(...) is the cause of the effect of the deletion of the acquired company," it is a substantial legal regulation in the sense is, that completion of registration of the merger also generates substantial legal effect of the acquisition of the company, loss of its independent legal existence. Art. 493 § 2 of the Code provides that the acquisition of the company should be reflected in the register of entrepreneurs in the form of the corresponding entry, ie. the entry of deletion of the company from the register. In summary, the de-registration of the acquired company is declaratory, formal, and result in a loss of legal existence become upon completion of registration of the merger.

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