Table of Contents
Definition of merger balance
The merger balance sheet is a special balance sheet that relates to the merger of two or more legally independent companies into one legal structure. The merger can take place by incorporation or formation and is possible regardless of the respective legal form of the companies involved.
In the case of merger through inclusion, which is the normal case, the following applies:
• The Closing balance The transferring company must be attached to the transferring company when registering the merger with the commercial register in accordance with Section 345 (3) AktG.
• The acquiring company is bound by the values shown in the transferring company's balance sheet. For this balance sheet, the regulations on the annual balance sheet and its review apply accordingly.
The merger may only be entered in the commercial register if the specified balance sheet was drawn up on a date not exceeding eight months prior to registration (Section 345 (3) sentence 4 AktG). It is the rule to use the last ordinary annual balance sheet for this purpose. The general meeting then decides on the merger on the basis of this balance sheet.
Asset and capital situation in a merger balance sheet
The merger balance sheet shows the new asset and capital situation after the merger. It does not have to be drawn up separately, but the next annual balance sheet after the merger has been carried out is also the merger balance sheet. For the merger balance sheet of the acquiring company, the values stated in the closing balance sheet of the transferring company apply in accordance with Section 348 (1) AktG acquisition cost within the meaning of Section 253 (1) of the German Commercial Code (HGB).