Singapore legislation
Clause 141
Clause 141
Amendment of section 215D
Section 215D of the Companies Act is amended —
by inserting, immediately after the words “being the amalgamated holding company” in subsection (1), the words “or the amalgamated subsidiary company”;
by deleting paragraphs (a) to (d) of subsection (1) and substituting the following paragraphs:“(a)in the case —
where the amalgamating companies continue as the amalgamated holding company, the shares of each amalgamating subsidiary company will be cancelled without any payment or any other consideration; or
where the amalgamating companies continue as an amalgamated subsidiary company, the shareholders of the amalgamating holding company shall be issued and hold the same number of shares in the amalgamated subsidiary company as they hold in the amalgamating holding company without any payment or other consideration and the shares of each amalgamating company, except for the shares in the amalgamated subsidiary company which are issued to the shareholders of the amalgamating holding company, will be cancelled without any payment or any other consideration;
the constitution of the amalgamated company will be the same as the constitution of the amalgamating company whose shares are not cancelled;
the directors of the amalgamating holding company and every amalgamating subsidiary company are satisfied that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and
the person or persons named as director or directors in the resolution of each amalgamating company will be the director or directors of the amalgamated company.”; (c)by deleting the words “during the period of 12 months immediately after” in subsection (2)(c) and substituting the words “as at”;
by deleting the words “the resolution will be the director or directors, respectively,” in subsection (2)(d) and substituting the words “each resolution will be the director or directors”; and
by deleting the words “the date of the general meeting” in subsection (5) and substituting the words “the commencement of the general meeting”.