Companies Act 2014 section 503

Confirmation order

Section 503 sets out the conditions the court must be satisfied with before confirming a company division, and the legal consequences that flow from the confirmation order taking effect.

• The court must verify that all Chapter requirements are met, minority shareholders and objecting creditors are properly provided for, security holders' rights are safeguarded, and any share class variation rules have been followed before it can confirm a division.
• From the effective date, all assets and liabilities transfer to the relevant successor company or companies, the transferor company is dissolved, and its members become members of the successor companies as set out in the common draft terms of division.
• All existing contracts, agreements, and instruments automatically carry over to the relevant successor company or companies, and any amounts owed by or to the transferor company become owed by or to the successor company or companies instead.
• Register keepers throughout the State, including the Property Registration Authority and the Land Registry, must update their records to substitute the successor company's name for the transferor company's name on production of a certified copy of the court order, without requiring any additional documentation.