Réquisition d'inscription RC société absorbante (fusion mère-filiale)
Meyerlustenberger Lachenal AG
This application to the commercial register (réquisition d’inscription RC) is tailored to register an (intra-group) merger between a parent company and a subsidiary in the form of a simplified merger (fusion simplifiée) where the parent company is the absorbing and thus surviving company. Please note that a merger between a subsidiary and its parent company where the subsidiary is the absorbing and thus surviving company can not be implemented by way of a simplified merger, but only by way of an ordinary merger. The application is drafted in French and in a form which has proven to be acceptable for all commercial registers in French speaking cantons in Switzerland. The application assumes that both the parent company and the subsidiary are corporations (sociétés anonymes) and that the parent company holds 100% of the shares of the subsidiary.
For the registration of a simplified merger, the application, together with the signed merger agreement as well as board resolutions (in case the merger agreement is not signed by all members of the board) needs to be filed with the commercial register of the canton of the surviving company (i.e. the parent company).
This template only contains the application for the surviving company. However, the other documents which are required for the registration of a simplified merger (except for the merger balance sheet) are also available on PartnerVine.
Terms which are configurable to the user’s needs include:
- Details of the parent company;
- Details of the subsidiary;
- Details regarding the merger (i.e. type and date of the merger balance sheet, amounts of assets and liabilities to be transferred etc.);
- Details regarding the excerpts of the commercial register (i.e. number of excerpts, delivery of excerpts etc.); and
- Details regarding the attachments to be filed with the commercial register.
Circumstances of Use
This template is to be used for the registration of an (intra-group) merger between a parent company and a subsidiary in the form of a simplified merger (fusion simplifiée) where the parent company is the absorbing and thus surviving company with the competent commercial register.
The purchase of this product is subject to the Supplier Terms as stated hereafter. The following Supplier Terms apply to any sale of legal documents where Meyerlustenberger Lachenal AG (mll) is the seller and your contract partner. PartnerVine is not your contractual counterparty and you have no recourse to PartnerVine in respect of such purchases. Please consider, however, that the use of and access to the PartnerVine Platform by you is and remains governed by Part I, II and IV of the Terms & Conditions for the PartnerVine Platform.
With respect to the sale of legal documents by mll to you the provisions as set out in Part III, Section 1, 2, 3 and 5 as well as Part IV, Section 1.2 of the Terms & Conditions for the PartnerVine Platform shall also apply to such purchases and are therefore incorporated in these Supplier Terms by reference. The provisions regarding the Use Rights / Use Restrictions as set out in Part III, Section 4 of the Terms & Conditions for the PartnerVine Platform are modified by these Supplier Terms in the following way: The first paragraph is not modified. The second, third, fourth and fifth paragraph are replaced by the following provisions:
- Users are permitted to access the document-generation interview for 90 days from the date of purchase.
- Users are entitled to export and download an unlimited number of copies of the document(s) in Word format.
- In case a legal entity has registered as a user, the document copies may be used by the employees of the legal entity and branches of the legal entity. However, the use rights of legal entities are not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.
- Users are granted a simple, non-exclusive, non-sub-licensable and non-transferable right of use for the ordered legal documents during the contract term (as set out in Part IV, Section 1.2 of the Terms & Conditions of the PartnerVine Platform). The right of use entitles users to download the legal documents for personal limited commercial uses, i.e. for concluding a business contract with another business partner. The users are, however, without the explicit consent of mll, not permitted to use the legal documents for unlimited commercial purposes, in particular, but not limited to the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, the users are not permitted to sell or transfer in another form printed and digital copies of the legal documents to a third party in the sense of a resale.
Finally, Part IV, Section 7 of the Terms & Conditions for the PartnerVine Platform is modified with regard to contracts between you and mll as follows:
- These Supplier Terms and the contracts based on them are exclusively governed by Swiss law with the exclusion of the Vienna Sales Convention.
- The competent courts in Zurich, Switzerland, shall have exclusive jurisdiction with respect to any dispute arising from or in connection with these Supplier Terms and the contracts between mll and you.
Data Privacy Information
Further the data may be collected and stored by the hosting platform of Exari Solutions (Europe) Limited, 20 St Dunstan’s Hill, London EC3R 8HL (Exari). Exari provides the software with which automated templates offered by mll are being created. Exari’s current hosting platform provider is Amazon Web Services which stores the data in Dublin, Ireland.
Exclusions and Limitations
This application is designed for the registration of a Swiss-law (intra-group) merger between a parent company and a subsidiary in the form of a simplified merger (fusion simplifiée) where the parent company is the absorbing and thus surviving company with commercial registers in French speaking cantons in Switzerland.
This template does not include the attachments which need to be filed together with the application. However, the other documents that may need to be filed in order to register a simplified merger (except for the merger balance sheet) are also available on PartnerVine.