On 20/06/2013,
you requested for the version in force on 20/06/2013
incorporating all amendments published on or before 20/06/2013.
The closest version currently available is that of 18/04/2013.
215D.
—(1) A company (referred to in this subsection as the amalgamating holding company) and one or more of its wholly-owned subsidiaries (referred to in this subsection as the amalgamating subsidiary company) may amalgamate and continue as one company, being the amalgamated holding company, without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that —
(a)
the shares of each amalgamating subsidiary company will be cancelled without any payment or any other consideration;
(b)
the memorandum of the amalgamated company will be the same as the memorandum of the amalgamating holding company;
(c)
the directors of the amalgamating holding company and every amalgamating subsidiary company are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective; and
(d)
the person or persons named in the resolution will be the director or directors, respectively, of the amalgamated company.
[21/2005]
(2) Two or more wholly-owned subsidiary companies of the same corporation may amalgamate and continue as one company without complying with sections 215B and 215C if the members of each amalgamating company, by special resolution at a general meeting, resolve to approve an amalgamation of the amalgamating companies on the terms that —
(a)
the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration;
(b)
the memorandum of the amalgamated company will be the same as the memorandum of the amalgamating company whose shares are not cancelled;
(c)
the directors of every amalgamating company are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective; and
(d)
the person or persons named in the resolution will be the director or directors, respectively, of the amalgamated company.
[21/2005]
(3) The directors of each amalgamating company shall, not less than 21 days before the general meeting referred to in subsection (1) or (2), as the case may be, give written notice of the proposed amalgamation to every secured creditor of the amalgamating company.
[21/2005]
(4) The resolution referred to in subsection (1) or (2), as the case may be, shall be deemed to be an amalgamation proposal that has been approved.
[21/2005]
(5) The board of directors of each amalgamating company shall, before the date of the general meeting referred to in subsection (1) or (2), as the case may be, make a solvency statement in relation to the amalgamated company in accordance with section 215J.
[21/2005]
(6) Every director who votes in favour of the making of the solvency statement referred to in subsection (5) shall sign a declaration stating —
(a)
that, in his opinion, the conditions specified in section 215J(1)(a) and (b) are satisfied; and
(b)
the grounds for that opinion.
[21/2005]
(7) Any director who contravenes subsection (6) shall be guilty of an offence.
[21/2005]
(8) A cancellation of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Act.
[21/2005]
[NZ, 1993, s. 222; NZ LRC, s. 191]