Section 126
of International Business Companies Order, 2000
Section 126
(1)
If the surviving company will be a parent company which is an IBC, the parent company may merge with one or more of its subsidiary companies (whether IBCs or domestic companies) in accordance with subsections (2) to (6) (and without the authorisation of the members of any company).
(2)
The directors of the parent company must approve a written plan of merger containing –
(a)
the name of each constituent company and the name of the surviving company;
(b)
in respect of each constituent company, the designation and number of outstanding shares of each class and series of shares;
(c)
in respect of each constituent company which is a subsidiary company, the number of shares of each class and series of shares owned by the parent company;
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
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BLUV as at 20th June 2017
(d)
the terms and conditions of the proposed merger, including the manner and basis of converting shares in each constituent company into shares or other securities in the surviving company or into money or other property, or a combination thereof; and
(e)
in respect of each constituent company, a copy of a resolution of the directors of that company stating that, in their opinion –
(i)
the merger is in the best interests of the company; and
(ii)
at the date of the plan, the company fulfils the solvency conditions.
(3)
Some or all shares of the same class or series of shares in each company to be merged may be converted into a particular or mixed kind of property, and other shares of the class or series, or all shares of other classes or series of shares may be converted into other property; but, if the parent company is not to be the surviving company, shares of each class and series of shares in the parent company may only be converted into similar shares of the surviving company.
(4)
The directors of each constituent company shall serve a copy of the plan of merger on each creditor of the company for more than two thousand dollars or equivalent and the parent company must give a copy of the plan of merger or an outline thereof to every member of each constituent company which is a subsidiary company, unless the giving of that copy or outline has been waived by that member.
(5)
Articles of merger must be executed by the parent company containing particulars of –
(a)
the plan of merger;
(b)
the date on which the Memorandum and Articles of each constituent company were registered;
(c)
if the parent company does not own all the shares in each of the other constituent companies, the date on which a copy of the plan or outline thereof was given to members of those companies in accordance with subsection (4).
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
103
BLUV as at 20th June 2017
(6)
Not earlier than thirty days after completion of the service of the copy of the plan on creditors in accordance with subsection (5), the articles of merger shall be submitted to the Registrar accompanied by the prescribed fee and a declaration, signed by the persons who are to be the directors of the surviving company, that, in their opinion that company will fulfil the solvency conditions immediately after the merger takes effect.
(7)
Unless the Registrar –
(a)
has reason to believe that there has been a failure to comply with any of the preceding provisions of this section or that the solvency conditions will not be fulfilled as stated in the declaration; or
(b)
considers that the name proposed for the surviving company would be in contravention of section 13, the Registrar shall retain and register the articles of merger submitted to him under subsection
(6)
and, upon the registration of those articles, the Registrar shall issue a certificate under his hand and seal certifying that they have been so registered.
(8)
A certificate issued by the Registrar under subsection (7) is prima facie evidence of compliance with all the requirements of this Order in respect of the merger to which the certificate relates.
Effect of merger or consolidation.