Amalgamation or Merger of Companies
Two or more profit companies (including holding and subsidiary companies) may merge, if upon implementation of the merger, each of the companies satisfies the solvency and liquidity test .
To be able to merge, two or more profit companies (including holding and subsidiary companies) must enter into a written agreement setting out in particular the following : (a)-(h)
(a) The proposed MOI of the new company to be formed by the merger.
NOTE: Where two or more companies merge one of two things can happen.
- In the first instance:
- Where a company merges with another with the aim of retaining one the merging companies. Eg. Company X merges with company Y with the aim of retaining company X.
- In this instance, company Y must apply for deregistration but not necessary for company X (as it will be the operating business).
- A new MOI may not be necessary, but optional.
- In the second instance:
- Where two or more companies merge with aim of creating a new company. Eg. Company X merges with company Y with aim of creating a new company Z.
- In this instance, company X and Y must deregister and register company Z. A new MOI is compulsory.
Amalgamation or Merger may only be registered manually.
To amalgamate or merge companies, follow these steps:
Register as a Customer
To view information on how to register as a customer, click here. If you are already registered as a customer, and know your customer code and password, proceed to step 2. Use your customer code as reference when depositing money into the CIPC bank account.
Deposit R250 into the CIPC bank account. For the bank account details, click here. Use your customer code as reference when depositing money into the CIPC bank account.
Register your company manually
Print and complete the following forms relating to incorporation:
Scan and e-mail the completed and signed documents together with supporting information to COR89@cipc.co.za;
The following supporting documents must be included in your e-mail:
- Certified identity copy of applicant and directors
- Letter authoring deregistration of company
- Signed Agreements form the Merging companies (confirming that all Assets , securities have been transferred to the remaining company)
- Special Resolution containing minutes of the meeting held when changes take place
- Statement declaring that the company is solvent
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