Section 127
of International Business Companies Order, 2000
Section 127
(1)
A merger or consolidation under the preceding provisions of this Part shall be effective on the date the articles of merger or consolidation are registered or on such later date, within the period of thirty days beginning on the date of registration, as is stated in the articles.
(2)
As soon as such a merger or consolidation becomes effective the following shall occur by virtue of this section (and without any further action on the part of any person) –
(a)
so far as consistent with its Memorandum and Articles, as amended by the articles of merger or consolidation, the surviving company or, as the case may be, the consolidated company shall subject to this Order have
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all the rights, privileges, immunities, powers, objects and purposes of each of the constituent companies;
(b)
in the case of a merger, the Memorandum and Articles of the surviving company shall be amended to the extent, if any, that changes in the
Memorandum and Articles are contained in the articles of merger;
(c)
in the case of a consolidation, the statements contained in the articles of consolidation that are required or authorised to be contained in the
Memorandum and Articles of an IBC shall be incorporated into the
Memorandum and Articles of the consolidated company;
(d)
property of every description, including the business, of each of the constituent companies shall vest in the surviving company or, as the case may be, the consolidated company; and
(e)
the surviving company or, as the case may be, the consolidated company shall become liable for all claims debts, liabilities and obligations of each of the constituent companies.
(3)
Where a merger or consolidation occurs under the preceding provisions of this
Order –
(a)
no conviction, judgment, ruling, order, claim, debt, liability of obligation due, and no cause existing, against a constituent company or against any member, director, officer or agent of a constituent company shall be released or impaired by virtue of the merger or consolidation;
and
(b)
no proceedings, whether civil or criminal, pending at the time of the merger or consolidation by or against a constituent company or against any member, director, officer or agent of a constituent company shall be abated or discontinued by virtue of the merger or consolidation, but –
(i)
the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or, as the case may be, the consolidated company or against the member, director, officer or agent; or
Incorporating amendments until S 53/2017
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(ii)
the surviving company or the consolidated company may be substituted in the proceedings for the constituent company.
(4)
Except in the case of the surviving company in a merger, the Registrar shall strike off the register any IBC that is a constituent company in a merger or a consolidation and the Registrar under the Companies Act (Chapter 39) shall take the like action in respect of a constituent company which is a domestic company.
Merger or consolidation with foreign company.