Companies Act 2014 section 480

Confirmation order

Section 480 sets out the conditions the court must be satisfied with before confirming a merger, the legal effects that flow from the confirmation order, and the procedures for updating registers and transferring assets.

• The court may confirm a merger only when satisfied that all chapter requirements are met, minority shareholders and creditors are properly provided for, non-share security holders' rights are safeguarded, and any share class variation rules have been followed.
• From the effective date, all assets, liabilities, contracts, legal proceedings and obligations of the transferor companies automatically pass to the successor company, and the transferor companies are dissolved.
• Registers throughout the State — including the Land Registry, register of charges, company membership registers and others — must be updated to replace the transferor company's name with the successor company's name on production of a certified copy of the court order, without requiring additional documentation.
• If the default time on the appointed date would be inconvenient for the parties to coordinate their various transactions, the court may specify a different time on that date for the merger to take effect.