BAHAMAS - MERGER PROCEDURES - FOREIGN COMPANY SURVIVING

1.         Merger must be permitted by the laws of the country in which the foreign company is expected to survive.

2.         A resolution of the Board of Directors and a resolution of the Shareholders for the merger and a Plan of Merger must be prepared by the Bahamian company.

3.         A certified copy of the resolution of the Bahamian company approving the amalgamation has to be filed with the foreign registry.

4.         A Deed Poll Declaration by the foreign company appointing the Registrar General of the Bahamas as agent for the Bahamian company must be prepared and filed with the Registrar General in Nassau.

5.         A certified copy of the Certificate of Merger issued by the foreign registry must be filed with the Bahamian Registrar General.

MERGER WITH A BAHAMIAN COMPANY - BAHAMIAN COMPANY SURVIVOR

1.         The Directors of both companies shall approve a written Plan of Merger containing the details required by Section 74 (3) of the International Business Companies Act.

2.         The Shareholders of both companies must approve the Plan of Merger.

3.        Certified copies of the foreign company’s Memorandum and Articles of Association and Certificate of Incorporation, together with the Articles of Merger and Plan of Merger and the appropriate fees shall be filed with and paid to the Registrar General and a Certificate of Merger obtained. 

This post is for your information only and nothing in this post is intended to constitute a legal opinion.  If you require specific advice you should contact a Bahamian corporate attorney or a Bahamian corporate services provider.  You can contact a Bahamian corporate attorney or a Bahamian corporate services provider by clicking here.