Merger or consolidation with foreign company

(1) One or more companies incorporated under this Act may merge or consolidate with one or more companies incorporated under the laws of jurisdictions outside Belize in accordance with sub-sections (2) to (4), including where one of the constituent companies is a parent company and the other constituent companies are subsidiary companies, if the merger or consolidation is permitted by the laws of the jurisdictions in which the companies incorporated outside Belize are incorporated. (2) The following apply in respect of a merger or consolidation under this section– (a) a company incorporated under this Act shall comply with the provisions of this Act with respect to the merger or consolidation, as the case may be, of companies incorporated under this Act and a company incorporated under the laws of a jurisdiction outside Belize shall comply with the laws of that jurisdiction; and (b) if the surviving company or the consolidated company is to be incorporated under the laws of a jurisdiction outside Belize, it must submit to the Registrar86 (i) an agreement that a service of process may be effected on it in Belize in respect of proceedings for the enforcement of any claim, debt, liability or obligation of a constituent company incorporated under this Act or in respect of proceedings for the enforcement of the rights of a dissenting member of a constituent company incorporated under this Act against the surviving company or the consolidated company; (ii) an irrevocable appointment of the Registrar as its agent to accept service of process in proceedings referred to in sub-paragraph (i) of this sub-section; (iii) an agreement that it will promptly pay to the dissenting members of a constituent company incorporated under this Act the amount, if any, to which they are entitled under this Act with respect to the rights of dissenting members; and (iv) a certificate of merger or consolidation issued by the appropriate authority of the foreign jurisdiction where it is incorporated; or, if no certificate of merger is issued by the appropriate authority of the foreign jurisdiction, then, such evidence of the merger or consolidation as the Registrar considers acceptable. (3) The effect under this section of a merger or consolidation is the same as in the case of a merger or consolidation under section 84, if the surviving company or the consolidated company is incorporated under this Act, but if the surviving company or the consolidated company is incorporated under the International Business Companies[CAP. 270 87 laws of a jurisdiction outside Belize, the effect of the merger or consolidation is the same as in the case of a merger or consolidation under section 84, except in so far as the laws of the other jurisdiction otherwise provide. (4) If the surviving company or the consolidated company is incorporated under this Act, the 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; but if the surviving company or the consolidated company is incorporated under the laws of a jurisdiction outside Belize, the merger or consolidation is effective as provided by the laws of that other jurisdiction.