Merger of a company

Merger of a company

(1) A public company may, by adopting a special resolution in its general meeting to that effect, be merged with another company subject to Sub-section(3).

           Provided, however, that, in the case of a private company it shall be as provided in its memorandum of association, articles of association or consensus agreement.

(2) A public company, upon merging into a private company or a private company, upon merging into a public company shall stand as a public company.

(3) If a resolution for the merger is adopted pursuant to Subsection(1), such company shall, within thirty days, make an application, setting out the following matters to the Office for approval:

• (a) In the case of a public company, a copy of the decision of the general meeting as referred to in sub-section (1), and in the case of private company, copies of the related provisions contained in the memorandum of the associations, articles of the associations, or consensus agreement authorizing the merger;

• (b) Last balance sheet and auditors report of the merging company;

• (c) A copy of the letter of consent in writing, of the creditors of the merging company and of the merged company;

• (d) Valuation of the movable and immovable properties of, and actual details of the assets and liabilities of, the merging company;

• (e) If the merging company and merged company have made a decision as to the creditors and employees and workers of the merging company, a copy of such decision;

• (f) The scheme of arrangement concluded between the companies for the merger with each other.

(4) Where the information as referred to in Sub-section(3) is given to the Office, it shall study the matter given information and give its decision within three months.

(5) On receipt of an approval from the Officer for merger pursuant to Subsection (4), all the assets and liabilities of the merging company shall be deemed to have been transferred to the merged company.

(6) The office shall maintain separate records of the merging company in the company registration book.

(7) Except as otherwise provided in the memorandum of association, articles of association or consensus agreement of the company, a shareholder who does not express his/her consent in writing to the unification or merger or alteration in, or transfer of, shares of the company or the sale of entire assets of the company shall be entitled to get the company’s assets valuated prior to such unification, merger or alteration in or transfer of shares or sale of assets and get return of the amount in proportion to the shares held by him/her from the merging company.

(8) Notwithstanding anything contained elsewhere in this Section, the Office shall not give approval for the merger of a company if such merger appears to create a monopoly or unfair trade restriction or to be contrary to public interest.