Section 128
of International Business Companies Order, 2000
Section 128
(1)
In accordance with subsections (2) to (5), one or more IBCs may merge or consolidate with one or more foreign companies, including the case where one company is a parent company and one more of the other constituent companies are its subsidiaries.
(2)
No foreign company may be a constituent company in a merger or consolidation unless such a merger or consolidation is permitted by the law of the jurisdiction in which it is incorporated (and in relation to a foreign company, that law is in this section referred to as its local law).
(3)
With respect to a merger or consolidation, an IBC shall comply with the provisions of this Part but it shall be for a foreign company to comply with its local law, except that, where the local law does not require the members of the foreign company or a specified proportion of them, to consent to the proposed merger or consolidation, it shall be a condition of this section that the proposal is approved by a 75 per cent resolution of the members.
(4)
If the surviving company or the consolidated company is to be a foreign company, the company shall deliver to the Registrar –
(a)
an agreement that service of process may be effected on it in Brunei
Darussalam in respect of proceedings for the enforcement of any claim, debt, liability or obligation of a constituent company which is an IBC or in respect of proceedings for the enforcement of the rights of a dissenting member of such a constituent company against the surviving company or the consolidated company;
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
106
BLUV as at 20th June 2017
(b)
an irrevocable appointment of the Registrar as its agent to accept service of process in any proceedings falling within paragraph (a);
(c)
an agreement that it will promptly pay to the dissenting members of a constituent company which is an IBC the amount, if any, to which they are entitled under this Order with respect to the rights of dissenting members; and
(d)
a certificate of merger or consolidation issued by the appropriate authority in the local jurisdiction or, if no such certificate is issued by that authority, then such evidence of the merger of consolidation as the
Registrar considers acceptable.
(5)
The effect of a merger or consolidation under this section is the same as in the case of a merger or consolidation under section 127 except that, if the surviving company or the consolidated company is a foreign company, that effect is subject to any provisions to the contrary in the local law.
(6)
A merger or consolidation under this section takes effect as follows –
(a)
if the surviving company or the consolidated company is an IBC, it is 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; and
(b)
if the surviving company or the consolidated company is an foreign company, the merger or consolidation is effective as provided by the local law.
Redemption of minority shares.