Nevis Business Corporation Ordinance 1984 - Intax Info

“Surviving corporation” means the constituent corporation into which one or more other constituent
corporations are merged; and
“Consolidated corporation” means the new corporation into which two or more constituent
corporations are consolidated.
Merger or consolidation of domestic corporations
90.(1) Two or more domestic corporations may merge or consolidate as provided in this part.
(2) The board of each corporation proposing to participate in a merger or consolidation shall approve a
plan of merger or consolidation setting forth:
(i)
(ii)
(iii)
(iv)
(v)
The name of each constituent corporation, and if the name of any of them has been
changed, the name under which it was formed; and the name of the surviving
corporation, or the name, or the method of determining it, of the consolidated
corporation;
As to each constituent corporation, the designation and number of outstanding shares
of each class and series, specifying the classes and series entitled to vote and further
specifying each class and series, if any, entitled to vote as a class;
The terms and conditions of the proposed merger or consolidation, including the
manner and basis of converting the shares of each constituent corporation into shares,
bonds or other securities of the surviving or consolidated corporation, or the cash or
other consideration to be paid or delivered in exchange for shares of each constituent
corporation, or a combination thereof,
In case of merger, a statement of any amendment in the articles of incorporation of
the surviving corporation to be effected by such merger; in case of consolidation, all
statements required to be included in articles of incorporation for a corporation
formed under this Ordinance, except statements as to facts not available at the time
the plan of consolidation is approved by the board; and
Such other provisions with respect to the proposed merger or consolidation as the
board considers necessary or desirable.
(3) The board of each constituent corporation, upon approving such plan of merger or consolidation, shall
submit such plan to a vote of shareholders of each such corporation in accordance with the following:
(i)
(ii)
Notice of the meeting, accompanied by a copy of the plan of merger or consolidation,
shall be given to each shareholder, whether or not entitled to vote; and
The plan of merger or consolidation shall be authorized at a meeting of shareholders
by vote of the holders of a majority of outstanding shares entitled to vote thereon,
unless any class of shares of any such corporation is entitled to vote thereon as a
class, in which event, as to such corporation, the plan of merger or consolidation
shall be approved upon receiving the affirmative vote of the holders of a majority of
the shares of each class entitled to vote thereon as a class and of the total shares
entitled to vote thereon. The shareholders of the outstanding shares of a class shall be
entitled to vote as a class if the plan of merger or consolidation contains any
provisions which, if contained in a proposed amendment to articles of incorporation,
would entitle such class of shares to vote as a class.
(4) After approval of the plan of merger or consolidation by the board and shareholders of each constituent
corporation, the articles of merger or consolidation shall be executed in duplicate by each corporation by its
president, vice president or managing director and by its secretary or an assistant secretary, and shall set forth:
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