Merger or consolidation

(1) Whenever used in this Part, “consolidation” means a procedure whereby any one or more limited liability companies consolidate with other limited liability companies or with other entities into a new limited liability company formed by the consolidation; such new limited liability company must be a new entity organised pursuant to this Act or other applicable law and shall not have existed prior to the consolidation; such entity shall be the consolidating entity; “merger” means a procedure whereby any one or more limited liability companies merge with or into other limited liability companies or other business entities to form a single limited liability company, such single limited liability company must be one of the parties to the merger; and where the surviving entity is to be governed by the provisions of this Act, at least one of the parties to the merger must be a limited liability company organised and existing under this Act at the time of the merger; such entity shall be the surviving entity; “other entity” means a corporation, association, a real estate investment trust, or any other unincorporated business, including a partnership, a limited partnership, limited liability partnership, a limited life company, and a foreign limited liability company, but excluding a limited liability company organised or registered under this Act. (2) Pursuant to a plan of merger or plan of consolidation, a limited liability company organised or registered under this Act may be merged or consolidated with or into one or more such other limited liability companies or other business entities, as the plan shall provide, being the surviving or consolidated limited liability company. (3) In the case where one or more parties to the merger or consolidation are other entities formed in a foreign jurisdiction, such entities may be merged or consolidated with one or more limited liability companies organised or registered under this 76 Act if such merger or consolidation is permitted by the laws of the jurisdiction under which each such other entity is incorporated or registered. (4) The plan of merger or consolidation must set forth, (a) the name and jurisdiction of formation of each entity that is a party to the merger; (b) the name and address of the surviving or consolidated limited liability company or other business entity; (c) the registered office and principal place of business of the surviving limited liability (d) nature of the business activity that will be conducted, if any; and (e) the terms and conditions of the proposed merger or consolidation, including the manner and basis of converting the interests of each party to the merger or consolidation into interests, bonds or other securities of the surviving or consolidated entity, or the cash or other consideration to be paid or delivered in exchange for such interests, or a combination thereof. (5) In the case of a limited liability company organised or registered under this Act that is a party to the merger or consolidation, unless a greater majority is otherwise required in the operating agreement, the plan of merger or consolidation shall be consented to by a majority of the members of such limited liability company who are entitled to vote thereon. All other parties to the said merger or consolidation shall authorise the merger or consolidation pursuant to applicable law. (6) After approval of the plan of merger or consolidation, but before it takes effect, the plan may be terminated or amended pursuant to a provision for such termination or amendment within the plan. (7) After approval of the plan of merger or consolidation, articles of merger or consolidation shall be executed in duplicate on behalf of each party to the merger or consolidation and shall set forth, (a) the plan of merger or consolidation duly approved, and, in case a limited liability company organised or registered under this Act is the surviving or consolidated entity, a statement in the articles of merger or consolidation that such limited liability company organised or registered under this Act is the surviving or consolidating entity; (b) for each limited liability company organised or registered under this Act and which is a party to the merger or consolidation, the date on which the articles of organisation of each such limited liability company were filed with the Registrar; (c) the date of the merger or consolidation, subject to section 81(1) of this Act, if not effective upon filing; and (d) the manner in which the merger or consolidation was authorised with respect to each party to the merger or consolidation. (8) The articles of merger or articles of consolidation shall be filed with the Registrar in accordance with the provisions of section 4 of this Act. 78 (9) If the surviving or consolidated limited liability company is to be governed by the laws of any jurisdiction other than Belize, (a) it shall file with the Registrar articles of merger or consolidation together with a certificate of merger or consolidation issued by the appropriate official of the foreign (b) the effect of such merger or consolidation shall be the same as in the case of the merger or of companies incorporated or registered under this Act except in so far as the laws of such other jurisdiction provide otherwise; (c) the date of a or consolidation shall be determined by the filing requirements and laws of such other (d) the date of the merger or consolidation shall be the date of termination of the company in Belize; (e) the limited liability company shall provide its registered agent with such information required for the purposes of ascertaining the identity of those persons owning a beneficial ownership interest in it as required by the IFS Practitioners (Code of Conduct) Regulations, in Statutory Instrument N. 94 of 2001.