Companies Act 2014 section 206

Declaration to be made in the case of merger of company

Section 206 sets out the requirements for the declaration that must be made by the directors of each merging company when a merger is being carried out under the summary approval procedure.

• The directors (or a majority of them) of each merging company must make a declaration stating the total assets and liabilities of their company, dated no more than 3 months before the declaration is made.
• The declaration must confirm that the directors have fully investigated the affairs of their own company and the other merging companies and believe the successor company can pay all debts and liabilities as they fall due within 12 months after the merger takes effect.
• A copy of each declaration must be filed with the Registrar in the prescribed form within 21 days after the merger activity begins.
• If the filing deadline is missed, the court has the power to declare the merger activity valid for all purposes if it considers it just and equitable to do so.