202 Registration of merger or consolidation

(1) After approval of the plan of merger or consolidation by the directors and
members of each constituent company, articles of merger or

consolidation shall be executed by each company containing —

(a) the plan of merger or consolidation;

(b) the date on which the memorandum and articles of each
constituent company were registered by the Registrar; and

(c) the manner in which the merger or consolidation was authorised
with respect to each constituent company.

(2) The articles of merger or consolidation shall be filed with the Registrar
together with —

(a) in the case of a merger, any resolution to amend the
memorandum and articles of the surviving company; and

(b) in the case of a consolidation, the memorandum and articles for
the consolidated company complying with this Act.

(3) If he is satisfied that the requirements of this Act in respect of merger or
consolidation have been complied with and that the proposed name of the
surviving or consolidated company complies with Part III of this Act, the
Registrar shall —

(a) register —

(i) the articles of merger or consolidation; and

(ii) in the case of a merger, any amendment to the
memorandum or articles of the surviving company or,
in the case of a consolidation, the memorandum and
articles of the consolidated company; and

(b) issue a certificate of merger or consolidation, as the case may
be, in the approved form and, in respect of a consolidation, a
certificate of incorporation of the consolidated company.


(4) For the avoidance of doubt —

(a) in the case of a merger, a certificate of merger issued under
subsection (3)(b) shall be issued to the surviving company; and

(b) in the case of a consolidation, a certificate of consolidation and a
certificate of incorporated issued under subsection (3)(b) shall be
issued to the consolidated company.

(5) A certificate of merger or a certificate of consolidation issued by the
Registrar is conclusive evidence of compliance with all requirements of
this Act in respect of the merger or consolidation, as the case may be.