(758) 468-3200
Government Saint Lucia
 
 
 
Home
/
Departments
/
Legislative Drafting
/
Revised Laws of Saint Lucia
/
INTERNATIONAL BUSINESS COMPANIES ACT
/
78.   Effect of merger or consolidation

Revised Laws of Saint Lucia (2022)

saint Lucia
back arrow Back to Revised Laws of Saint Lucia (2022)
back arrow Back to Table of Contents

78.   Effect of merger or consolidation

  1.  

    (1)   A merger or consolidation is effective on the date the articles of merger or consolidation are registered by the Registrar or on a date subsequent thereto, not exceeding 30 days, as is stated in the articles of merger or consolidation.

  1.  

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

    1.  

      (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, and purposes of each of the constituent companies;

    1.  

      (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;

    1.  

      (c)     in the case of a consolidation, the statements contained in the articles of consolidation that are required or authorised to be contained in the memorandum and articles of an international business company, are the memorandum and articles of the consolidated company;

    1.  

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

    1.  

      (e)     the surviving company or the consolidated company is liable for all claims, debt, liabilities and obligations of each of the constituent companies.

  1.  

    (3)   Where a merger or consolidation occurs—

    1.  

      (a)     a conviction, judgement, order, claim, debt, liability or obligation due or to become due, or a cause existing, against a constituent company or against any member, director, officer or agent thereof, is not released or impaired by the merger or consolidation; or

    1.  

      (b)     a 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, officer or agent thereof, is not discontinued by the merger or consolidation, but—

      1.  

        (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, officer or agent thereof, or

      1.  

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

  1.  

    (4)   The Registrar shall strike off the Register—

    1.  

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

    1.  

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

Address

2nd Floor Francis Compton Building, 
Waterfront,
Castries, Saint Lucia

Need help?

Site Map

HomeAbout AG OfficeDepartmentsAccessibilityContact Us

Quick Links

Inland Revenue Department of Government of Saint Lucia (IRD)Government of Saint Lucia Citizenship by Investment Financial Intelligence Authority

Important Links

CARICOMOECSFSRA
 
© 2025 Attorney General's Chambers
Site by