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New Zealand law explained for everyone

Companies Act 1993

Amalgamations

223: Registration of amalgamation proposal

You could also call this:

“Sending required documents to register companies joining together”

When companies want to join together, or amalgamate, they need to send some important documents to the Registrar. These documents include the plan for how the companies will join, which has been approved. They also need to send any special certificates that the law requires.

You need to provide the date and place of birth for each person who will be a director of the new, joined company. The boards of all the companies that are joining must sign a certificate saying they’ve followed the rules for joining companies.

If the new company will have a different name, you need to show that you’ve reserved this name. If any of the joining companies deal with insurance, you need to show that the Reserve Bank of New Zealand has said it’s okay.

The board of the new company must sign a document saying that joining won’t make things worse for people the company owes money to. Each person who will be a director of the new company needs to sign a form saying they agree to be a director and that they’re allowed to be one.

All of these documents need to be sent to the Registrar so they can be officially recorded.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321151.

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“Simplified process for combining wholly-owned or commonly-owned companies”

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224: Certificate of amalgamation, or

“Official documents given when companies join together”

Part 13 Amalgamations

223Registration of amalgamation proposal

  1. For the purpose of effecting an amalgamation the following documents must be delivered to the Registrar for registration:

  2. the approved amalgamation proposal; and
    1. any certificates required under section 221(2) or section 222(5); and
      1. the date and place of birth of every director of the amalgamated company; and
        1. a certificate signed by the board of each amalgamating company stating that the amalgamation has been approved in accordance with this Act and the constitution of the company, if it has one; and
          1. if the amalgamated company is a new company or the amalgamation proposal provides for a change of the name of the amalgamated company, a copy of the notice reserving the name of the company; and
            1. if an amalgamating company is a licensed insurer, a copy of the written approval of the Reserve Bank of New Zealand given under section 44 of the Insurance (Prudential Supervision) Act 2010; and
              1. a certificate signed by the board, or proposed board, of the amalgamated company stating that, where the proportion of the claims of creditors of the amalgamated company in relation to the value of the assets of the company is greater than the proportion of the claims of creditors of an amalgamating company in relation to the value of the assets of that amalgamating company, no creditor will be prejudiced by that fact; and
                1. a document in the prescribed form signed by each of the persons named in the amalgamation proposal as a director of the amalgamated company containing his or her consent to be a director and a certificate that he or she is not disqualified from being appointed or holding office as a director of a company.

                  Notes
                  • Section 223(ba): inserted, on , by section 16 of the Companies Amendment Act 2014 (2014 No 46).
                  • Section 223(da): inserted, on , by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).