Section 222 — Companies Act 1993: Short form amalgamation

222 Short form amalgamation (1) A company and one or more other companies that is or that are directly or indirectly wholly owned by it may amalgamate and continue as one company (being the company first referred to) without complying with section 220 and section 221 of this Act if— (a) The amalgamation is approved by a resolution of the board of each amalgamating company; and (b) Each resolution provides that— (i) The shares of each amalgamating company, other than the amalgamated company, will be cancelled without payment or other consideration; and (ii) The constitution of the amalgamated company, if it has one, will be the same as the constitution of the company first referred to, if it has one; and (iii) The board is satisfied on reasonable grounds that the amalgamated company will, immediately after the amalgamation becomes effective, satisfy the solvency test; and (iv) The person or persons named in the resolution will be the director or directors of the amalgamated company. (2) Two or more companies, each of which is directly or indirectly wholly owned by the same person, may amalgamate and continue as one company without complying with section 220 or section 221 of this Act if— (a) The amalgamation is approved by a resolution of the board of each amalgamating company; and (b) Each resolution provides that— (i) The shares of all but one of the amalgamating companies will be cancelled without payment or other consideration; and (ii) The constitution of the amalgamated company, if it has one, will be the same as the constitution of the amalgamating company whose shares are not cancelled, if it has one; and (iii) The board is satisfied on reasonable grounds that the amalgamated company will, immediately after the amalgamation becomes effective, satisfy the solvency test; and (iv) The person or persons named in the resolution will be the director or directors of the amalgamated company. (3) The board of each amalgamating company must, not less than 20 working days before the amalgamation is proposed to take effect, give written notice of the proposed amalgamation to every secured creditor of the company. (4) The resolutions approving an amalgamation under this section, taken together, shall be deemed to constitute an amalgamation proposal that has been approved. (5) The directors who vote in favour of a resolution required by subsection (1) or subsection (2) of this section, as the case may be, must sign a certificate stating that, in their opinion, the condition set out in subsection (1)(b)(iii) or subsection (2)(b)(iii) is satisfied, and the grounds for that opinion. (6) A director who fails to comply with subsection (5) of this section commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act. Subsection (1)(b)(iii) was amended by inserting the expression “ ; and ” , and subsection (1)(b)(iv) was inserted, as from 30 June 1997, by section 16(1) Companies Act 1993 Amendment Act 1997 (1997 No 27). Subsection (2) was amended, as from 3 June 1998, by section 8 Companies Amendment Act 1998 (1998 No 31) by substituting the word “ person ” for the word “ company ” . Subsection (2)(b)(iii) was amended by inserting the expression “ ; and ” , and subsection (2)(b)(iv) was inserted, as from 30 June 1997, by section 16(2) Companies Act 1993 Amendment Act 1997 (1997 No 27). Subsection (5) was amended, as from 30 June 1997, by section 16(3) Companies Act 1993 Amendment Act 1997 (1997 No 27) by substituting the words “ condition set out in subsection (1)(b)(iii) or subsection (2)(b)(iii) is ” for the words “ conditions set out in subsection (1) or subsection (2) are ” .