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Companies Act 1993

Amalgamations

220: Amalgamation proposal

You could also call this:

“How to create a plan for combining companies”

When companies want to join together, they need to create an amalgamation proposal. This proposal explains how the companies will combine. Here’s what you need to know about it:

The proposal must include details about the new combined company. You need to say what the company will be called if it’s keeping the name of one of the original companies. You also need to give the address of the main office.

For each person who will be in charge (called a director), you need to provide their full name and some other important information. The proposal should also include an address where people can send official papers to the new company.

You need to explain how many shares the new company will have and what rights come with owning these shares. If these rights are different from what’s normally expected, you need to say how.

The proposal should also include information about the companies that own the combining companies and will own the new company.

You need to explain how the shares from the old companies will change into shares of the new company. If some shares won’t be changed, you need to say what the owners will get instead.

If anyone is getting paid as part of this process (other than for their shares), you need to mention this. You should also explain any other plans needed to make the combination happen and to run the new company afterwards.

You can choose to say when you want the combination to happen.

If one of the combining companies owns shares in another combining company, those shares must be cancelled when the companies join. They can’t be turned into shares in the new company.

Remember, this is just a summary of the law. If you need to make an amalgamation proposal, you should talk to a lawyer to make sure you’re following all the rules correctly.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321144.

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“How to combine multiple companies into one”

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Part 13 Amalgamations

220Amalgamation proposal

  1. An amalgamation proposal must set out the terms of the amalgamation, and in particular—

  2. the name of the amalgamated company, if it is the same as the name of one of the amalgamating companies:
    1. the registered office of the amalgamated company:
      1. in relation to every director of the amalgamated company, his or her full name and the information required by section 12(2)(b)(ii) and (iii):
        1. the address for service of the amalgamated company:
          1. the share structure of the amalgamated company, specifying—
            1. the number of shares of the company:
              1. the rights, privileges, limitations, and conditions attached to each share of the company, if different from those set out in section 36:
              2. the ultimate holding company information of each of the amalgamating companies and of the amalgamated company:
                1. the manner in which the shares of each amalgamating company are to be converted into shares of the amalgamated company:
                  1. if shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of shares of the amalgamated company:
                    1. 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):
                      1. details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company.

                        1. An amalgamation proposal may specify the date on which the amalgamation is intended to become effective.

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

                        3. must provide for the cancellation of those shares without payment or the provision of other consideration when the amalgamation becomes effective:
                          1. must not provide for the conversion of those shares into shares of the amalgamated company.

                            Notes
                            • Section 220(1)(c): replaced, on , by section 15(1) of the Companies Amendment Act 2014 (2014 No 46).
                            • Section 220(1)(ea): inserted, on , by section 15(2) of the Companies Amendment Act 2014 (2014 No 46).