§ 215E — Registration of amalgamation

215E.—(1) For the purpose of effecting an amalgamation, the following documents must be filed with the Registrar, in the prescribed form with such particulars as may be required in the form, together with payment of the prescribed fee:(a)

the amalgamation proposal that has been approved;

(aa)

any solvency statement made under section 215C(2) or 215D(5), as the case may be;

(b)

any declaration required under section 215C(3) or 215D(6), as the case may be;

(c)

a declaration signed by the directors of each amalgamating company stating that the amalgamation has been approved in accordance with this Act and the constitution of the amalgamating company;

(d)

where the amalgamated company is a new company or the amalgamation proposal provides for a change of the name of the amalgamated company, a copy of any notice or other documentary evidence that the name which it is proposed to be registered or the proposed new name (as the case may be) has been reserved under section 27(12B);

(e)

a declaration signed by the directors, or proposed directors, of the amalgamated company stating that, where the proportion of the claims of the creditors of the amalgamated company in relation to the value of the assets of the amalgamated company is greater than the proportion of the claims of the creditors of an amalgamating company in relation to the value of the assets of the amalgamating company, no creditor will be prejudiced by that fact.[36/2014]

(2) Where the amalgamated company is a new company —(a)

section 19(1)(a) and (c) is deemed to have been complied with if, and only if, subsection (1) has been complied with; and

(b)

the reference to a person named in the constitution as a director or the secretary of the proposed company in section 19(2)(b) includes a reference to a proposed director of the amalgamated company.[36/2014]

—(1) For the purpose of effecting an amalgamation, the following documents must be filed with the Registrar, in the prescribed form with such particulars as may be required in the form, together with payment of the prescribed fee:(a)

the amalgamation proposal that has been approved;

(aa)

any solvency statement made under section 215C(2) or 215D(5), as the case may be;

(b)

any declaration required under section 215C(3) or 215D(6), as the case may be;

(c)

a declaration signed by the directors of each amalgamating company stating that the amalgamation has been approved in accordance with this Act and the constitution of the amalgamating company;

(d)

where the amalgamated company is a new company or the amalgamation proposal provides for a change of the name of the amalgamated company, a copy of any notice or other documentary evidence that the name which it is proposed to be registered or the proposed new name (as the case may be) has been reserved under section 27(12B);

(e)

a declaration signed by the directors, or proposed directors, of the amalgamated company stating that, where the proportion of the claims of the creditors of the amalgamated company in relation to the value of the assets of the amalgamated company is greater than the proportion of the claims of the creditors of an amalgamating company in relation to the value of the assets of the amalgamating company, no creditor will be prejudiced by that fact.[36/2014]

(2) Where the amalgamated company is a new company —(a)

section 19(1)(a) and (c) is deemed to have been complied with if, and only if, subsection (1) has been complied with; and

(b)

the reference to a person named in the constitution as a director or the secretary of the proposed company in section 19(2)(b) includes a reference to a proposed director of the amalgamated company.[36/2014]