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New Zealand law explained for everyone

Companies Act 1993

Amalgamations

225: Effect of certificate of amalgamation

You could also call this:

“What happens when companies officially join together”

When companies join together, they get a special certificate called a certificate of amalgamation. This certificate has important effects that you should know about.

On the day shown on the certificate, the joining of the companies becomes official. If the new company takes the name of one of the old companies, that becomes its official name.

The person in charge of keeping track of companies, called the Registrar, will remove the names of the old companies from the official list, except for the new joined company.

The new company gets all the good things that belonged to the old companies. This includes their property, rights, powers, and special privileges. But it also takes on all the responsibilities and debts of the old companies.

If any of the old companies were involved in legal matters, the new company can continue those. Any decisions made by courts about the old companies now apply to the new company.

If the plan for joining the companies said anything about changing shares or rights of the people who owned parts of the old companies, those changes will happen as described in the plan.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321155.

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224: Certificate of amalgamation, or

“Official documents given when companies join together”

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“Rules for handling company records and property ownership during mergers”

Part 13 Amalgamations

225Effect of certificate of amalgamation

  1. On the date shown in a certificate of amalgamation,—

  2. the amalgamation is effective; and
    1. if it is the same as a name of one of the amalgamating companies, the amalgamated company has the name specified in the amalgamation proposal; and
      1. the Registrar must remove the amalgamating companies, other than the amalgamated company, from the New Zealand register; and
        1. the amalgamated company succeeds to all the property, rights, powers, and privileges of each of the amalgamating companies; and
          1. the amalgamated company succeeds to all the liabilities and obligations of each of the amalgamating companies; and
            1. proceedings pending by, or against, an amalgamating company may be continued by, or against, the amalgamated company; and
              1. a conviction, ruling, order, or judgment in favour of, or against, an amalgamating company may be enforced by, or against, the amalgamated company; and
                1. any provisions of the amalgamation proposal that provide for the conversion of shares or rights of shareholders in the amalgamating companies have effect according to their tenor.