The situation
A plan to merge a foreign subsidiary into the parent
A German industrial group wants to merge its wholly owned Austrian subsidiary, a company in Salzburg with 35 employees, into the German parent in Nuremberg, so the Austrian business runs on as a branch. Group legal has to give the board a step plan with the documents, the order of filings and a realistic timetable.
Since the EU Mobility Directive, both countries have rewritten their cross-border merger rules, and each side has its own pre-merger scrutiny. The hours go on working out which documents a merger of a wholly owned subsidiary can skip, which it cannot, and which authority checks what.
What the research has to settle
The rules behind the answer
- One procedure, two national halves
- Under the Company Law Directive as amended by Directive (EU) 2019/2121, each company follows its own national procedure up to the pre-merger certificate. The law of the absorbing company then governs completion.
- The core documents
- The common draft terms, a report for members and employees and, unless not required or waived, an independent expert’s report. The draft terms must be made public at least one month before the general meeting that decides on the merger.
- A wholly owned subsidiary is simpler
- Where the parent holds all the shares in the company being absorbed, there is no share exchange, and the Directive drops several requirements, including the expert’s report. The research confirms which ones each national law also drops.
- The certificate and the employees
- Each departing company’s authority issues a pre-merger certificate after checking the procedure, including whether the merger is set up for abusive purposes. Where employee participation rights exist, negotiations on them can set the timetable.
How it runs in azta
From the question to the document
The question, as you would type it
German GmbH will absorb its 100% Austrian GmbH subsidiary (35 employees, no co-determination) by cross-border merger. Which documents are required, which can be waived for a wholly owned subsidiary, how is the pre-merger certificate obtained in Austria, and what is a realistic timetable?
You start with
A plan to merge a foreign subsidiary into the parent
- 01
Describe the merger
Give the companies, the shareholding, the employees and any co-determination. azta researches the Directive and the German and Austrian implementing rules.
Cited research· Free - 02
Read both national rules
Open the German and Austrian provisions in the original, with in-force status, and check each document requirement.
Atlas statute reader - 03
Build the step plan
Ask for a step plan with each document, who signs it, where it is filed and the minimum time between steps. Edit it in Canvas.
Canvas · Ask azta· Pro You send
A procedural step plan with documents, filings and timetable
What you get
A procedural step plan with documents, filings and timetable
Step plan · draft
Merger of the Salzburg subsidiary into the parent: procedural steps
Documents. Both management boards prepare common draft terms of merger and a report explaining the merger to members and employees. Because the parent holds all the shares, no share exchange is needed, and the expert’s report falls away.
Publication and approval. The draft terms are filed and made public at least one month before any meeting that decides on the merger. Whether a resolution is needed at the subsidiary or the parent is addressed in Section 3.
Certificate and completion. The Austrian commercial court examines the Austrian side and issues the pre-merger certificate. The German register court then examines the completion and registers the merger, which takes effect on that date.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
13 minutes a month
At €130 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 40
- Capacity at your rate
- €5,148
- More merger step plans a quarter
- 0.8
- Return on Pro
- 15.9×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
Want these numbers on your team’s real workload?
Book a demoWhat stays with you
- The commercial decision and the board approvals.
- Coordination with notaries, courts and employee representatives.
- The tax analysis, which follows its own rules.
Frequently asked questions
- Does azta cover the tax side of the merger?
- Yes, as a separate question. Ask about the tax consequences in each country and azta researches them with citations.
- Can it draft the common draft terms?
- It can produce a first draft in Canvas from the facts you give. The terms must be checked against both national laws before signing.
- Does it hold the Austrian implementing law?
- Yes. Austrian legislation is in the source register, with each provision opening in the original.
