204 Effect of merger or consolidation

(1) A merger or consolidation is effective on the date the articles of merger
or consolidation are registered by the Registrar or on such date

subsequent thereto, not exceeding thirty days, as is stated in the articles
of merger or consolidation.

(2) As soon as a merger or consolidation becomes effective —

(a) the surviving company or the consolidated company in so far
as is consistent with its memorandum and articles, as amended
or established by the articles of merger or consolidation, has all
rights, privileges, immunities, powers, objects and purposes of
each of the constituent companies;


(b) in the case of a merger, the memorandum and articles of the
surviving company are automatically amended to the extent, if
any, that changes in its memorandum and articles are contained
in the articles of merger;

(c) in the case of a consolidation, the memorandum and articles filed
with the articles of consolidation are the memorandum and
articles of the consolidated company;

(d) assets of every description of each of the constituent companies,
including choses in action and the business of each of the
constituent companies, immediately vests in the surviving
company or the consolidated company, as the case may be; and

(e) the surviving company or the consolidated company, as the case
may be, is liable for all claims, debts, liabilities and obligations
of each of the constituent companies.

(3) Where a merger or consolidation occurs —

(a) no conviction, judgment, ruling, order, claim, debt, liability or
obligation due or to become due, and no cause existing, against
a constituent company or against any member, director, other
officer or agent thereof, is released or impaired by the merger or
consolidation; and

(b) no proceedings, whether civil or criminal, pending at the time of
a merger or consolidation by or against a constituent company,
or against any member, director, other officer or agent thereof,
are abated or discontinued by the merger or consolidation, but —

(i) the proceedings may be enforced, prosecuted, settled or
compromised by or against the surviving company or the
consolidated company or against the member, director,
other officer or agent thereof, as the case may be; or

(ii) the surviving company or the consolidated company may
be substituted in the proceedings for a constituent
company.

(4) Where a merger or consolidation occurs, the Registrar shall strike off the
Register —

(a) a constituent company that is not the surviving company in a
merger; or

(b) a constituent company that participates in a consolidation.