Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
152. Provisions for facilitating reconstruction and amalgamation of companies
Official textFrom Attorney General's Chambers, unchanged
Where an application is made to the Court under section 151
for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as the transferor company) is to be transferred to another company (in this section referred to as the transferee company), the Court may, either by the order sanctioning the compromise or arrangement or by any subsequent order, make provision for all or any of the following matters -
the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;
the allotting or appropriation by the transferee company of any shares, debentures, policies, or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person;
Companies
CAP. 39 183
the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;
the dissolution, without winding up, of any transfer or company;
the provision to be made for any persons, who within such time and in such manner as the Court may direct, dissent from the compromise or arrangement;
such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out.
Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall by virtue of the order, be transferred to and become the liabilities of, the transferee company, and in the case of any property, if the order so directs, freed from any charge which is by virtue of the compromise or arrangement to cease to have effect.
charge
"charge" includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
Where an order is made under this section, every company in relation to which the order is made shall cause an office copy thereof to be delivered to the Registrar for registration within 7 days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default is guilty of an offence and liable on conviction to a default fine.
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
In this section -
"liabilities" includes duties;
"property" includes property, rights and powers of every description.
Notwithstanding the provisions of section 15 1(5), "company"
in this section does not include any company other than a company within the meaning of this Act.
184 CAP. 39
Companies
Terms defined in s 2
charge
Defined · s 2"charge" includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
default fine
Defined · s 2"default fine" means a default fine within the meaning of section 3 14;
officer
Defined · s 2"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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