Section 124
of International Business Companies Order, 2000
Section 124
(1)
In this Part –
“consolidated company” means the new company that results from the consolidation of two or more constituent companies;
“consolidation” means the uniting of two or more constituent companies into a new company;
“constituent company” means an existing company that is participating in a merger or consolidation with one or more other existing companies;
“domestic company” means a company incorporated under the Companies Act
(Chapter 39);
“merger” means the merging of two or more constituent companies into one of the constituent companies;
“parent company” and “subsidiary company” shall be construed in accordance with subsection (2);
“registered”, in relation to a domestic company, means registered under the
Companies Act (Chapter 39);
“solvency conditions” shall be construed in accordance with subsection (3);
“surviving company” means the constituent company into which one or more constituent companies have merged.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
98
BLUV as at 20th June 2017
(2)
For the purposes of this Part a company is a “parent company” in relation to another company (a “subsidiary company”) if it owns at least ninety per cent of the outstanding shares of each class and series of shares in that other company.
(3)
For the purposes of this Part, a company (whether or not being an IBC) fulfils the solvency conditions at any time if, at that time –
(a)
the company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and
(b)
the realisable value of the company’s assets will not be less than the sum of its total liabilities, as shown in the books of account, and its capital, and, in the absence of fraud, the decision of the directors as to the realisable value of a company's assets is conclusive for this purpose, except in so far as a question of law may be involved.
Merger and consolidatlon.