Preparing documents for a short-form amalgamation

The resolutions, notices and consents you'll need

Preparing for a short-form amalgamation involves the collaboration of directors from all the companies to make sure the documentation is correct and complete. 

What you need to prepare

For a short-form amalgamation, you need to document your amalgamation plans and notify secured creditors using:

  • resolutions
  • certificates
  • consents
  • notices
  • director information, and
  • other documents and approvals.

Resolutions

The board of each amalgamating company must resolve to:

  • approve the proposed amalgamation, naming all the amalgamating companies and identifying the amalgamated company
  • cancel, without payment or other compensation, the shares of the company or companies that are to be removed from the Companies Register when the amalgamation takes effect
  • identify the constitution of the amalgamated company as that of the amalgamating company whose shares won't be cancelled — if it has one
  • agree that the amalgamated company will be able to satisfy the solvency test immediately after the amalgamation becomes effective
  • name the directors of the amalgamated company.

Depending on your situation, you could pass additional resolutions to:

  • specify a date for the amalgamation to become effective
  • change the name of the amalgamated company.

Certificates

You must prepare certificates relating to solvency, approval procedures, and creditors if you have them.

Under Section 222(5) of the Companies Act 1993, the directors of the amalgamating companies must sign a certificate to confirm that the amalgamated company will be able to satisfy the solvency test.

Under Section 223(c), the boards of the amalgamating companies must prepare and sign certificates confirming that they have approved the amalgamation in accordance with:

  • the Act, and
  • the constitution of the particular company if it has one.

If at least 2 of the amalgamating companies have creditors, then under Section 223(e), the board of the amalgamated company must certify that no creditor will be adversely affected when the companies amalgamate.

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.

Consents

You need to provide a completed Form 13 consent for each director.

Notices

Depending on your situation, there are some notices you need to prepare.

Notice to secured creditors

The only statutory notice you must give is to any secured creditors. You must do this at least 20 working days before the amalgamation comes into effect.

Deliver the notice to each secured creditor. Section 388 of the Companies Act 1993 sets out all the ways you can give notice to a company.

Notice of change of the company name

If you change the company's name, you don't need to prepare a separate notice as long as your resolutions include wording such as, 'On amalgamation the name of the amalgamated company will be changed to [insert new name]'.

Information about directors

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.

The document doesn't need to be dated or signed.

Other documents and approvals

You also need to provide:

  • a name reservation notice you received from us — if the amalgamated company is intending to change its name
  • a completed Form 4 — if the new name is that of one of the companies that will be removed from the Companies Register.

Licensed insurers

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

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