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Legislation
Companies Act 2006

Crossheading Requirements applicable to merger

  • Section 905 Draft terms of scheme (merger)
  • Section 906 Publication of draft terms by registrar(merger)
  • Section 906A Publication of draft terms on company website (merger)
  • Section 907 Approval of members of merging companies
  • Section 908 Directors' explanatory report (merger)
  • Section 909 Expert's report (merger)
  • Section 910 Supplementary accounting statement (merger)
  • Section 911 Inspection of documents (merger)
  • Section 911A Publication of documents on company website (merger)
  • Section 911B Report on material changes of assets of merging companies
  • Section 912 Approval of articles of new transferee company (merger)
  • Section 913 Protection of holders of securities to which special rights attached (merger)
  • Section 914 No allotment of shares to transferor company or its nominee (merger)
  1. Requirements applicable to merger
  2. Report on material changes of assets of merging companies

Section 911B | Report on material changes of assets of merging companies F1

From legislation.gov.uk

(1)The directors of each of the merging companies must report—F1

(a)to every meeting of the members, or any class of members, of that company summoned for the purpose of agreeing to the scheme, andF1

(b)to the directors of every other merging company,F1

any material changes in the property and liabilities of that company between the date when the draft terms were adopted and the date of the meeting in question.

(2)The directors of each of the other merging companies must in turn—F1

(a)report those matters to every meeting of the members, or any class of members, of that company summoned for the purpose of agreeing to the scheme, orF1

(b)send a report of those matters to every member entitled to receive notice of such a meeting.F1

(3)The requirement in this section is subject to section 915A (other circumstances in which reports and inspection not required) and section 918A (agreement to dispense with reports etc ).F1

Notes

  1. F1

    S. 911B inserted (1.8.2011 with application in accordance with reg. 1(2)) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), reg. 12

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