Preparing documents for a long-form amalgamation
Getting the proposal and other certificates, notices and consents ready
Preparing for a long-form amalgamation involves the collaboration of directors from all the companies to make sure the documentation is correct and complete. You also need approval from your shareholders.
What you need to prepare
Before you file a long-form amalgamation, there's information you need to gather and decisions you need to make.
For a long-form amalgamation, you need to document your amalgamation plans and advise anyone with an interest in the amalgamation. To do this you need to prepare:
- a proposal
- resolutions
- certificates
- notices
- consents and information about your directors, and
- approvals.
Amalgamation proposal
The proposal sets out the terms of the amalgamation and the date the amalgamation will take effect, if you want to include that. It also outlines how the companies will manage the amalgamation.
It includes details about the amalgamated company such as:
- its name
- the name of the ultimate holding company of each amalgamating company and of the amalgamated company
- the registered office and address for service
- who the directors will be with their full names and addresses.
It defines how the amalgamated company will:
- structure its shares
- convert shares in any companies that will to be removed from the Companies Register to shares in the amalgamated company, or
- compensate holders of those shares, if the shares aren't going to be converted to shares in the amalgamated company.
The proposal also describes how you'll manage the transition to the amalgamated company.
What your proposal must include is set out in Section 220 of the Companies Act 1993.
Resolutions
Each board and the shareholders of the amalgamating companies must pass resolutions before you can apply to amalgamate the companies.
Any shareholders who vote against a proposal that is approved can make the company buy their shares.
The directors of each amalgamating company pass resolutions confirming that:
- the amalgamation is in the best interest of the company, and
- the board is satisfied that the amalgamated company will satisfy the solvency test immediately after the amalgamation comes into effect.
Don't provide the resolutions to the Companies Office when you file your amalgamation — they're for the company's own records.
Certificates
Amalgamating companies — certificates to prepare
The directors of each amalgamating company must prepare and sign certificates confirming that:
- the amalgamation is in the best interest of the company, giving reasons for their opinion
- the amalgamated company will satisfy the solvency test, giving the reasons for their opinion
- the amalgamation has been approved by the board of each company in accordance with the Companies Act 1993, and the company's constitution, if it has one.
Best interest of the company
How you explain the best interest will vary with each amalgamation. Examples include:
- savings on administrative costs, or
- commercial advantages, such as being able to combine supply and retail businesses.
Amalgamated company — certificate to prepare
The directors of the intended amalgamated company must prepare and sign a certificate confirming that any creditors who will be adversely affected won't be prejudiced — that is, payments owing to them won't be put at risk.
How to prepare certificates
Follow this format when you prepare a certificate.
- Put the name of the company at the top of the page.
- Add a heading, 'Certificate under Section [add the appropriate reference] of the Companies Act 1993'.
- Start the text, 'I/we certify that [add the reason for the certificate]'.
- Add any further information that you need to include, for example the reasons the directors have for certifying that the amalgamated company will meet the solvency test. Check the relevant sections of the Act to find out what other information you must include in the certificate.
- Date the document and get it signed.
Notices
At least 20 working days before your amalgamation comes into effect, you need to notify:
- secured creditors — by sending them a copy of your amalgamation proposal
- the public — by publishing your intention to amalgamate
- shareholders — by sending them the documents listed in Section 221 of the Companies Act 1993, including the amalgamation proposal and certificates relating to the amalgamation.
Giving public notice
You give public notice by publishing your intention to amalgamate in:
- the New Zealand Gazette, and
- at least 1 newspaper in circulation in the area where your business is located.
Consents and information about directors
Directors' consents
Provide your directors' consents by completing a Form 13 for each director.
Director information
Prepare a document including the name of the amalgamated company and, for each director, their:
- full legal name
- date and place of birth — the town or city, and the country. Note — We treat this information as confidential.
The document doesn't need to be dated or signed.
Approvals and other documents
If the amalgamated company is changing its name
If the amalgamated company is going to have a new name, you need to apply to reserve the name. You don't need to prepare a separate notice of the change of name if you include this in your amalgamation proposal.
If the amalgamated company is keeping an existing company name
If the amalgamated company is keeping the name of one of the amalgamating companies, you need to provide a completed Form 4.
If one of the amalgamating companies is a licensed insurer
If an amalgamating company is a licensed insurer, you must provide a copy of the written approval of the Reserve Bank of New Zealand.
All help topics
Before you start a company
5 guides
Get an overview of how companies are structured, find out about the company records you need to keep, and what's involved when you incorporate with and report to the Companies Office.
Starting a company
11 guides
You need to comply with New Zealand laws when you incorporate your company with the Companies Office, including reserving a company name, appointing directors, issuing shares and registering for tax.
- Incorporating a company
- Reserving a name for a new company
- Company addresses
- Tax registration
- Registering the appointment of a director
- Registering a shareholder
- Filing director and shareholder consent forms
- Issuing shares in a company
- Incorporating with a company constitution
- How overseas companies set up as a NZ business
- Ultimate holding companies
Keeping company details up to date
13 guides
Once your company is registered with the Companies Office, nominate who will have authority to file your annual returns, and update your name, address, constitution, director and shareholder details.
- Confirming your authority to manage information
- How to file an annual return
- Getting a copy of your company information
- Updating company addresses
- Updating a director's details
- Registering the appointment of a director
- Updating a shareholder's details
- Managing share allocations
- Changing the name of a company
- Adding, amending or removing a company constitution
- Changing your financial reporting month
- Adding or updating additional NZBN information
Shares and shareholders
7 guides
When you incorporate, you must provide details of all company shares and shareholders. As changes occur, you must update this information on your own share register and in your company's annual return.
Company directors
8 guides
Directors have responsibilities to their company and shareholders, and under the Companies Act 1993. You must register all your directors with the Companies Office and they must sign a consent form.
Filing annual returns
8 guides
Find out about filing an annual return — the information you need to update, how to change your filing month or request a time extension — and what happens if you don't file your annual return by the due date.
Complying with the law
11 guides
Find out how New Zealand law affects the directors and shareholders of your company, and your responsibility to create and maintain accurate company records, report to us and file financial statements.
Financial reporting
7 guides
Some large New Zealand and overseas companies, and all FMC reporting entities must submit audited annual financial statements to the Companies Office.
Managing an overseas company in New Zealand
11 guides
Before they can carry out some business activities, companies incorporated in other countries, including Australia, must register with the Companies Office and then keep their company details up to date.
- Registering your company to do business in NZ
- How overseas companies set up as a NZ business
- How to transfer incorporation to NZ
- Financial reporting for overseas companies
- Reporting for NZ companies registered in Australia
- Annual returns for overseas companies
- Updating directors' details
- Updating addresses of overseas companies
- Changing the name of an overseas company
- Updating the constitution of an overseas company
- How to remove a company from the Overseas Register
Closing a company
11 guides
When your company closes down you need to remove it from the register. Your company can be removed if it amalgamates with another company or doesn't file its annual return.
- Before you close your company
- Removing your company from the register
- When the Registrar removes your company
- How to remove a company from the Overseas Register
- Objecting to the removal of a company
- Withdrawing an objection
- How companies amalgamate
- Before you apply for amalgamation
- Preparing documents for a short-form amalgamation
- Preparing documents for a long-form amalgamation
- Applying for company amalgamations
Restoring a company to the register
4 guides
Only some companies can be reinstated to the Companies Register once they've been removed. Find out who can apply, what evidence to provide and if you should apply to the Registrar or the High Court.
When your company fails
9 guides
Find out about voluntary administration, receivership and liquidation (external administration), and the roles and responsibilities of those appointed to manage your company's affairs.
- What happens during voluntary administration
- Appointment and responsibilities of administrators
- What happens after a watershed meeting
- What happens during receivership
- Appointment and responsibilities of receivers
- What happens during liquidation
- Appointment and responsibilities of liquidators
- Filing by administrators, liquidators or receivers
- Holding creditors' meetings
Managing your online account
8 guides
Creating an account with the Companies Office allows you to complete the majority of your transactions online. It's free to set up, but fees apply for some transactions, such as filing annual returns.
- Setting up your online services account
- Confirming your authority to manage information
- Updating your online services account details
- Forgotten your RealMe® username or password
- Customising your online services account
- Schedule of fees
- Managing payments on the Companies Register
- Lodging other documents
Getting support to use the Companies Register
8 guides
Get help with any technical problems you have using the register, such as uploading documents or searching for companies, directors and shareholders.
- Uploading documents to the Companies Register
- Filing documents with electronic signatures
- Forgotten your RealMe® username or password
- Searching the Companies Register
- Searching the PPSR from the Companies Register
- Searching using other applications
- NZBN and the Companies Register
- Suppressing a residential address on the register