MENU

Section 961 of The Companies Act No. 17 of 2015: Other exceptions: circumstances in which meeting of members of transferee company not required in relation to division

    

(1) In the case of a division, the scheme does not need to be approved by the members of a transferee company if the Court, on the application of the company or any of its members, makes an order declaring that it is satisfied that the three conditions specified in subsection (2) to (4) have been complied with in relation to the company.
(2) The first condition is that publication of notice of receipt of the draft terms by the Registrar took place in respect of that company at least one month before the date of the first meeting of members of the transferor company convened for the purposes of agreeing to the scheme.
(3) The second condition is that the members of that company could, at all reasonable times during the relevant period—
(a) inspect at the registered office of that company copies of the relevant documents relating to that company and every other company involved in the division; and
(b) on request, obtain copies of those documents, or any part of them, free of charge.
(4) The third condition is that—
(a) one or more members of that company, who together held not less than five percent of the paid-up capital of the company that conferred the right to vote at general meetings of the company (excluding any shares in the company held by or on behalf of the State or an agency of the State) could, during the relevant period, have required a meeting of each class of members to be convened for the purpose of deciding whether or not to agree to the scheme; and (b) no such requirement was made.
(5) The first and second conditions are subject to section 963.
(6) In this section—
(a) "relevant documents" means the documents specified in section 955(3);
(b) "relevant period" means the period specified in section 955(2).

« Previous:   Section 960 - Circumstances in which meeting of members of transferor company involved in division is not required          Next: »   Section 962 - Members of companies involved in division can agree to dispense with reports, etc

Disclaimer: This document is not to be taken as legal advise.

Enhance Your Research with Bookmarks and Annotations

Here's how you can use these features:

  • To bookmark this page, click the "Bookmark this Page" button below the document title.
  • To add an annotation, highlight text in the document and select "Add Annotation" from the toolbar that appears.
  • These features are great for organizing your research and keeping track of key information.
  • You can view and manage your bookmarks and annotations on your Bookmarks and Annotations page.

Cited By:

More Sections