223 Registration of amalgamation proposal

For the purpose of effecting an amalgamation the following documents must be delivered to the Registrar for registration:

(a)

the approved amalgamation proposal; and

(b)

any certificates required under section 221(2) or section 222(5); and

(ba)

the date and place of birth of every director of the amalgamated company; and

(c)

a certificate signed by the board of each amalgamating company stating that the amalgamation has been approved in accordance with this Act and the constitution of the company, if it has one; and

(d)

if 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 the notice reserving the name of the company; and

(da)

if an amalgamating company is a licensed insurer, a copy of the written approval of the Reserve Bank of New Zealand given under section 44 of the Insurance (Prudential Supervision) Act 2010; and

(e)

a certificate signed by the board, or proposed board, of the amalgamated company stating that, where the proportion of the claims of creditors of the amalgamated company in relation to the value of the assets of the company is greater than the proportion of the claims of creditors of an amalgamating company in relation to the value of the assets of that amalgamating company, no creditor will be prejudiced by that fact; and

(f)

a document in the prescribed form signed by each of the persons named in the amalgamation proposal as a director of the amalgamated company containing his or her consent to be a director and a certificate that he or she is not disqualified from being appointed or holding office as a director of a company.

Section 223(ba): inserted, on 1 May 2015, by section 16 of the Companies Amendment Act 2014 (2014 No 46).

Section 223(da): inserted, on 1 February 2011, by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).