Aandelenfusie

In a share merger, the acquiring company obtains all shares in the disappearing company by issuing its own shares to the shareholders of the latter. This results in full ownership without the need for individual assets and liabilities to be transferred separately.

This mechanism is relevant because it provides an efficient and often tax-efficient means of integrating companies, particularly in international transactions or in the case of listed companies. It is governed by Book 2 of the Dutch Civil Code and the Merger Act.

In practice, a share merger requires shareholder approval and notarial deeds, after which the disappearing company is usually dissolved.