Companies Act 2014 section 455

Provisions to facilitate reconstruction and amalgamation of companies

Section 455 sets out the court's powers to facilitate the reconstruction or amalgamation of companies by making orders to transfer undertakings, assets, and liabilities from an old company to a new company under a court-sanctioned scheme of arrangement.

• Where a court-sanctioned compromise or arrangement involves transferring all or part of one company's undertaking, assets, or liabilities to another company, the court may make wide-ranging orders to give effect to the reconstruction or amalgamation
• The court may order the transfer of assets and liabilities, allotment of shares or debentures, continuation of legal proceedings, dissolution of the old company, and protection for dissenting parties
• Assets and liabilities transfer automatically by virtue of the court order, and assets may be freed from charges that cease to have effect under the arrangement
• Each company affected by the order must file a copy with the Registrar within 21 days, and failure to do so is a category 3 offence for the company and any defaulting officer