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Friday, Jan 27th 2023

The ACP Legal Association

  • OHADAC and ACP Legal

    The partisans of this project, called OHADAC (Organisation for the Harmonisation of Business Law in the Caribbean), decided to meet within the framework of the association ACP Legal, to help interested Caribbean States to implement the project.

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  • OHADAC in brief

    This brochure has been published by the ACP Legal Association.

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OHADAC Texts

Summary

DRAFT OHADAC MODEL LAW OF COMMERCIAL COMPANIES

Article 13

Merger plan

1. The merging parties shall draft a joint merger plan.

2. The merger plan shall contain the following information:

  1. Registered name, legal form, registered office and laws governing the merging parties, together with the company’s incorporation details as registered with the companies registry of the relevant country. Moreover, the absorbing company or the new company resulting from the merger shall be expressly identified. The date from which the merger is to become effective shall be clearly stated in the plan, and such date may under no circumstances be prior to the registration of the merger with the relevant companies registry for the absorbing company or for the new company resulting from the merger.
  2. All the information required by the merger rules contained in the laws governing each of the merging companies.
  3. The merger plan shall take into consideration the distinctive features of the laws governing the various companies taking part in the operation, particularly concerning any restrictions imposed on mergers for certain legal forms of companies, any guarantees afforded to the creditors of the company, and the right to withdraw for shareholders who do not approve of the operation.

Article 14

Merger approval

1. Each of the merging parties shall express its approval following the procedure set out in the company’s governing laws. The terms of the resolution shall be consistent with the content of the joint merger plan.

2. The merger resolution shall be registered with the companies registry of the State by whose laws the participating company is governed. The registration of the said resolution shall preclude any additional registrations relating to the company that may prove incompatible with the merger resolution. The cancellation of the registration shall not become effective until the merger is duly registered with the relevant companies registry for the absorbing company or the new company resulting from the merger.

3. Once the resolution has been adopted and all the legal requirements to make it effective have been complied with in accordance with the provisions of the laws of the State which governs the company, a certificate attesting to the adoption of the said resolution and to compliance with the said legal requirements shall be issued. The certificate shall be issued by a competent official or authority of the State in which the company’s registered office is located.

4. Should the merger not be completed, the provisional and partial freezing of the register shall be lifted for the merging party. Such cancellation shall come into force only once an authenticated document has been produced certifying that the company has abandoned its participation in the initiated merger procedure. Should the certificate provided for in paragraph 3 of this article already have been issued, a certificate of revocation shall in turn be issued and if possible, forwarded to the relevant companies registry for the company which previously appeared as beneficiary of the merger in the joint merger plan.

Article 15

Merger registration

1. Once the merger has been approved by all the companies taking part in the operation, the said operation shall be registered with the relevant registry for the absorbing company or the new company resulting from the merger.

2. The authority responsible for the registry with which the merger is to be registered shall issue, after the operation has become effective, a certificate attesting to the completion of the merger.

The said certificate shall be submitted to the relevant registries for the companies involved in the operation so that the registrations of the companies that have ceased to exist as a result of the merger may be cancelled.

Downloads

EXPLANATORY NOTE.pdf

Draft OHADAC model law of commercial companies.pdf