Revised Laws of Saint Lucia (2021)

224.   Articles of amalgamation

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    (1)   Subject to section 221(6), after an amalgamation has been adopted under section 221 or approved under section 222 or 223, articles of amalgamation in the prescribed form shall be sent to the Registrar together with the documents required by sections 69 and 176.

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    (2)   There shall be attached to the articles of amalgamation a statutory declaration of a director or an officer of each amalgamating company that establishes to the satisfaction of the Registrar—

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      (a)     that there are reasonable grounds for believing that—

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        (i)     each amalgamating company is and the amalgamated company will be able to pay its liabilities as they become due, and

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        (ii)     the realisable value of the amalgamated company's assets will not be less than the aggregate of its liabilities and stated capital of all classes, and

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      (b)     that there are reasonable grounds for believing that—

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        (i)     no creditor will be prejudiced by the amalgamation, or

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        (ii)     adequate notice has been given to all known creditors of the amalgamating companies, and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.

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    (3)   For the purposes of subsection (2), adequate notice is given to creditors by a company, if—

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      (a)     a notice in writing is sent to each known creditor having a claim against the company that exceeds $1,000;

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      (b)     a notice is published once in a newspaper published or distributed in Saint Lucia; and

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      (c)     each notice states that the company intends to amalgamate with one or more specified companies in accordance with this Act, and that a creditor of the company can object to the amalgamation within 30 days from the date of the notice.