Companies Act 2014 section 473

General meetings of merging companies

Section 473 sets out the requirements for holding general meetings of merging companies to approve the common draft terms of merger, including timing rules, shareholder rights, director obligations, and exemptions from the approval requirement in certain circumstances.

• The common draft terms of merger must be approved by special resolution at a general meeting of each merging company, held no earlier than 30 days after the required public notice was published
• Directors of each transferor company must report any material changes in assets and liabilities arising between the date of the draft terms and the date of the general meeting to both their own shareholders and the successor company's directors
• Special resolution approval is not required for a transferor company in a merger by absorption, or for the successor company in a merger by acquisition provided certain conditions around notice, document inspection, and the absence of a requisitioned meeting are satisfied
• Members of the successor company holding at least 5 per cent of the paid-up voting capital (excluding treasury shares) may requisition a general meeting to consider the common draft terms of merger

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