Companies Act 2007 · As enacted · 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.
Official translationFrom Department of Government Printing, unchanged
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 —
the name of the amalgamated company, if it is the same as the name of one of the amalgamating companies;
the registered office of the amalgamated company;
the full name and residential address of each of the directors of the amalgamated company;
the full name and address of the secretary of the amalgamated company;
the share structure of the amalgamated company, specifying—
the number of shares of the company;
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;
the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company;
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;
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) ;
details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company;
the date on which the amalgamation is intended to become effective.
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.
Where shares of one of the amalgamating companies are held by or on behalf of another of the amalgamating companies, the amalgamation proposal—
shall provide for the cancellation of those shares without payment or the provisions of other consideration when the amalgamation becomes effective ;
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