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As enacted
Contents

Part VIII · Amalgamations

240. Amalgamation proposal

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

Every company which proposes to amalgamate shall approve in accordance with the provisions of section

241 an amalgamation proposal setting out the terms of the amalgamation, and in particular —

(a)

the name of the amalgamated company, if it is the same as the name of one of the amalgamating companies;

(b)

the registered office of the amalgamated company;

(c)

the full name and residential address of each of the directors of the amalgamated company;

(d)

the full name and address of the secretary of the amalgamated company;

(e)

the share structure of the amalgamated company, specifying—

(i)

the number of shares of the company;

(ii)

the rights, privileges, limitations, and conditions attached to each share of the company, if different from those set out in subsection (2) of section 49;

(f)

the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company;

(g)

if shares of an amalgamating company are not to be converted into shares of the amalgamated company, any consideration that the holders of those shares are to receive in place of shares of the amalgamated company;

(h)

any payment to be made to a shareholder or director of an amalgamating company, other than a payment of the kind described in paragraph (g) ;

(i)

details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company;

(j)

the date on which the amalgamation is intended to become effective.

(2)

If the proposed articles of the amalgamated company are different from the model articles, a copy of the proposed articles shall be attached to and shall form part of the amalgamation proposal.

(3)

Where shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal—

(a)

shall provide for the cancellation of those shares without payment or the provisions of other consideration when the amalgamation becomes effective ;

(b)

shall not provide for the conversion of those shares into shares of the amalgamated company.

Part IX

Compromises with Creditors

Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

Part XI

Provisions Relating to Offshore Companies

Part XII

Winding Up

Part XIII

Administrators Appointment of Administrator

Part XIV

Floating Charges

Part XV

Receivers and Managers

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Part XVII

Application of Act to Existing Companies

Part XVIII

Overseas Companies

Part XIX

Advisory Commission

Part XX

Companies Disputes Board

Part XXI

Offences Miscellaneous Offences

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Part XXIII

Repeals and Amendments

Schedules