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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 17

Demerger plan

1. The legal representatives of the demerging company shall draw up a demerger plan compliant with the provisions of the laws governing the said company. The plan shall comply with the requirements set out in the laws governing the beneficiary companies. In any event the plan shall include the registered names of the demerging company and the beneficiary company and the effective date of the demerger, which shall under no circumstances be prior to the execution of the requirements set out in the laws governing the companies involved in the demerger, without exception, or to the execution of the requirements set out in the laws of the State where the branches of any demerging companies or beneficiary companies involved in the operation are situated.

2. The demerger plan shall be approved by the demerging company in compliance with the requirements of its governing laws. Should the beneficiary companies already be in existence at the time of the demerger, their approval of the demerger plan in compliance with the requirements of their governing law shall also be mandatory.

Article 18

Demerger approval

1. The demerger plan shall be approved by the demerging company in accordance with the provisions set out in its governing laws, and it shall comply with any requirements for the protection of creditors and shareholders and with any other requirements related to demergers provided for in the said laws.

2. Once all the demerger requirements provided for in the State of the demerging company have been met, the operation shall be registered with the relevant companies registry. Registration of the demerger shall entail the partial and provisional freezing of the register in respect of the demerging company in order to prevent any changes to the company that may affect the demerger. The competent authority of the State of the company shall issue a certificate attesting to its compliance with the said requirements.

3. Upon approval of the demerger in the State of the demerging company it will become possible to form new companies resulting from the demerger or to transfer to the beneficiary companies the part of the demerging company allocated to them in the operation.

4. Where the transfer of assets as set out in the previous paragraph entails the creation of new branches or a change in the holder of title thereto, the requirements of the laws governing the company creating the branch and the requirements of the State where the branch is to be situated shall be complied with.

5. Upon registering new companies which are to become beneficiaries of the demerger, or branches created as a result thereof, the merger [sic] plan shall be declared. Even if the demerger does not entail the setting up of new companies or branches, the demerger resolution shall be registered with the relevant registry in the country of the beneficiary companies. Such registration shall be carried out before the demerger becomes effective.

6. Once the demerger has been registered with the companies registry in the country of the beneficiary companies, the competent authority for the relevant registry shall issue a certificate attesting thereto, which shall be submitted to the registry of the demerging company in order to cancel its registration where the demerger entails its dissolution.

Article 19

Subsidiarity clause

The rules on mergers contained in the previous chapter shall apply to any matters not otherwise provided for in the present chapter.

Downloads

EXPLANATORY NOTE.pdf

Draft OHADAC model law of commercial companies.pdf