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New Zealand law explained for everyone

Companies Act 1993

Amalgamations

225A: Registers

You could also call this:

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

When companies join together, it’s called an amalgamation. This law is about what happens to the records when this occurs.

If companies combine, the people who keep official records don’t have to change the name of the old company to the new company’s name in their books or documents right away.

If the new company shows a document about property that used to belong to one of the old companies, this is usually enough to prove that the property now belongs to the new company.

If the new company gets any financial products (like shares) or rights to property that belonged to the old companies, they can ask for these to be registered in their name. They need to show a certificate signed by their board of directors saying they now own these things.

This law doesn’t change the rules in the Land Transfer Act 2017, which is about recording who owns land.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321156.

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Part 13 Amalgamations

225ARegisters

  1. Where an amalgamation becomes effective, the Registrar-General of Land, Registrar of Deeds, or other person charged with the keeping of any books or registers is not obliged, solely by reason of the amalgamation becoming effective, to change the name of an amalgamating company to that of an amalgamated company in those books or registers or in any documents.

  2. The presentation to any Registrar or other person of any instrument (whether or not comprising an instrument of transfer) by the amalgamated company—

  3. executed or purporting to be executed by the amalgamated company; and
    1. relating to any property held immediately before the amalgamation by an amalgamating company; and
      1. stating that that property has become the property of the amalgamated company by virtue of this Part—
          1. shall, in the absence of evidence to the contrary, be sufficient evidence that the property has become the property of the amalgamated company.

        1. Without limiting subsection (1) or subsection (2), where any financial product issued by any person or any rights or interests in property of any person become, by virtue of this Part, the property of an amalgamated company, that person, on presentation of a certificate signed on behalf of the board of the amalgamated company, stating that that financial product or any such rights or interests have, by virtue of this Part, become the property of the amalgamated company, shall, notwithstanding any other enactment or rule of law or the provisions of any instrument, register the amalgamated company as the holder of that financial product or as the person entitled to such rights or interests, as the case may be.

        2. Repealed

        3. Except as provided in this section, nothing in this Part derogates from the provisions of the Land Transfer Act 2017.

        Notes
        • Section 225A: inserted, on , by section 27 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
        • Section 225A(1): amended, on , by section 250 of the Land Transfer Act 2017 (2017 No 30).
        • Section 225A(3): amended, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
        • Section 225A(4): repealed, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
        • Section 225A(5): amended, on , by section 250 of the Land Transfer Act 2017 (2017 No 30).