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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.

The Companies Act 1993 deals with amalgamations in two ways, depending on whether the amalgamating companies:

  1. 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
  2. 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. 

 

Learn more about amalgamations here

'Long form' amalgamations

Information and filing requirements for 'long form' amalgamations of unrelated companies.

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'Short form' amalgamations

Information and filing requirements for 'short form' amalgamations of related or commonly-held companies

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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.

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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.

Read more…

Last updated 30 April 2015