← belizelaw.ai · International Business Companies, Cap. 270 · PART VII — Merger, Consolidation, Sale of Assets, Forced Redemptions,
Effect of merger or consolidation
Cap. 270, s. 86 · Revised Edition 2020
(1) A merger or consolidation is effective on the date the articles of merger or consolidation are registered by the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of merger or consolidation.
(2) As soon as a merger or consolidation becomes effective–
(a) the surviving company or the consolidated company in so far as is consistent with its Memorandum and Articles, as amended or established by the articles of merger or consolidation, has all rights, privileges,
immunities, powers, objects and purposes of each of the constituent companies;
(b) in the case of a merger, the Memorandum and Articles of the surviving company are automatically amended to the extent, if any,
that changes in its Memorandum and Articles are contained in the articles of merger; in the case of a consolidation, the statements contained in the articles of consolidation, that are required or authorised to be contained in the Memorandum and Articles of a company incorporated this Act,
are the 84 Memorandum and Articles of the consolidated
(c) property of every description, including choses in action and the business of each of the constituent companies, immediately vests in the surviving company or the consolidated company; and
(d) the surviving company or the consolidated company is liable for all claims, debts,
liabilities and obligations of each of the constituent companies.
(3) Where a merger or consolidation occurs–
(a) no conviction, judgment, ruling, order, claim,
debt, liability or obligation due or to become due, and no cause existing against a constituent company or against any member,
director, officer or agent thereof, is released or impaired by the merger or consolidation; and
(b) no proceedings, whether civil or criminal,
pending at the time of a merger or consolidation by or against a constituent company, or against any member, director,
officer or agent thereof, are abated or discontinued by the merger or consolidation,
but–
(i) the proceedings may be enforced,
prosecuted, settled or compromised by or against the surviving company or the consolidated company or against the member, director, officer or agent thereof, as the case may be; or International Business Companies[CAP. 270 85
(ii) the surviving or the may be substituted in the proceedings for a constituent company.
(4) The Registrar shall strike off the Register–
(a) a constituent company that is not the surviving company in a merger; or
(b) a constituent company that participates in a
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