33 - Iceland

Summary

Introduction

The Cross-border Merger Directive has been implemented in Iceland by Act No. 54/2007. The Act amends the Act on Public Limited Companies No. 2/1995, the Act on Private Limited Companies No. 138/1994, the Act on Cooperatives No. 22/1991 and the Act on Non-Profit Organisations Engaged in Business Operations No. 33/1999. Since public limited companies and private limited companies are more common than other Icelandic companies that may be subject to cross-border merger, this section only refers to provisions of law governing the said type of companies.

Scope of the new rules

The rules on cross-border mergers apply to all limited liability companies, i.e. public limited-liability companies (hlutafélög) (hf), partnerships limited by shares (samlagshlutafélög) and private limited liability companies (einkahlutafélög) (ehf). The rules also apply to all other companies that are subject to private law, including cooperatives (samvinnufélög) (svf) and entities that are subject to public law, including non-profit organisations engaged in business operations (sjálfseignarstofnanir sem stunda atvinnurekstur). Under Icelandic law all companies that can participate in a domestic merger are to be able to participate in a cross-border merger.