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Amalgamations
Amalgamation is the merging of assets and liabilities of two or more companies, with one continuing as the amalgamated company, and the other or others being removed from the register.
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You can send a draft set of your amalgamation documents to the Companies Office so we can review them as to form before you file. We’ll check the details of the amalgamating companies, check the documents for compliance with the Companies Act 1993 and note any special feature. By using this service the Companies Office will know to expect filing. After receiving the documents and making sure that they are all present and have been signed and dated, we can issue the certificate of amalgamation more quickly. To submit documents for review, please either:
Make sure you state the names and numbers of the amalgamating companies and indicate which will become the amalgamated company. We’ll review your documents as soon as we can. |
![[icon] Blue tick large](medicons/blue_tick_lg.png "[icon] Blue tick large")
Amalgamation checking service for draft documents
The Companies Act 1993 deals with amalgamations in two ways, depending on whether the amalgamating companies:
- Are unrelated (there can be exceptions to this) – sometimes referred to as 'long form' amalgamations, where compensation for the lost investment represented by cancelling the shares in the company or companies to be removed is the key feature, as covered by sections 219-221 Companies Act 1993; or
- Are within a group or have common shareholding, directly or indirectly – referred to as 'short form' amalgamations, as covered by section 222(1) or (2) Companies Act 1993. These are 'short', as there is no shareholder participation, no notice to shareholders and no public notice.
Section 223 Companies Act 1993 lists the documents to be filed for each type of amalgamation.
'Long form' amalgamations
Information and filing requirements for 'long form' amalgamations of unrelated companies.
'Short form' amalgamations
Information and filing requirements for 'short form' amalgamations of related or commonly-held companies
Notes relevant to both forms of amalgamation
There are some requirements, such as the solvency test and section 223(c) certificates, that apply to both 'short form' and 'long form' amalgamations.
How to apply
An application to amalgamate can be made online by a director, an authorised person or organisation (for example, law firm or accounting firm) acting on behalf of the company. To do this, you must be logged in to the Companies Office website as a registered user.
