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COMPANIES ACT OF BARBADOS
ARTICLES OF AMALGAMATION
FORM 15
INSTRUCTIONS
Format:
Documents required to be sent to the Registrar pursuant
to the Act must conform with regulations 31 to 35 of the
Regulations under the Act. Where any provision required
to be set out is too long to be set out in the space
provided in the form, the form may incorporate the
provisions by annexing a schedule in the manner
described in regulation 35 of the Regulations.
Items 1 and 2:
Set out proposed corporate name that complies with
sections 416 to 417 of the Act and with regulations 5 of
the Regulations, and the company number. If a proposed
name has not been reserved under section 415 of the Act,
the Articles of Amalgamation must be accompanied by a
statement setting out the main types of business to
carried on by the amalgamated company.
Item 3:
Set out the details required by sections 5 (1)(b) of the
Act. All shares must be without nominal or par value and
must comply with Division C of Part I of the Act.
Item 4:
If restrictions are to be paced on the right to transfer
shares of the company, set out a statement to this
effect and the nature of such restrictions.
Item 5:
State the number of directors. If cumulative voting is
permitted, the number of directors must be invariable,
otherwise it is permissible to specify a minimum and
maximum number of directors.
Item 6:
If restrictions are to be placed on the business the
company may carry on, set out the restrictions.
Item 7:
Any provision that is to form part of the Articles may
be set out if the provision is permitted by the Act or
Regulations to be set out in the bylaws of the company
or in a unanimous shareholder agreement, including any
pre-emptive rights or cumulative voting provisions.
Other Notices and Documents:
(1) The Articles must be accompanied by a Notice of
Registered Office (Form 4), a Notice
of Directors (Form 9), and a statutory declaration of a
director or authorized officer of each amalgamation
company in accordance with subsection (2) of section 211
of the Act.
(2) If the amalgamation is effected under section 208 of
the Act, the Articles must be
accompanied by a copy of the amalgamation agreement and
a copy of the required special resolution
of shareholders of each amalgamation company.
(3) If the amalgamation is effected under section 209 or
210 of the Act, the Articles must be
accompanied by a copy of the required directors
resolutions of each amalgamating company.
Completed documents, in duplicate, and the prescribed
fee are to be deposited at the office of the Registrar.
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