Malaysia legislation
Section 118C
Section 118C
(a)
the shares of each amalgamating subsidiary company will be cancelled without any payment or any other consideration;
(b)
the memorandum of the amalgamated Labuan company will be the same as the memorandum of the amalgamating holding company;
(c)
the directors of the amalgamating holding company and every amalgamating subsidiary company are satisfied that the amalgamated Labuan company will be able to pay its debts as they fall due during the period of twelve months immediately after the date on which the amalgamation is to become effective; and
(d)
the person or persons named in the resolution will be the director or directors of the amalgamated Labuan company:
Provided that the amalgamating holding company and the amalgamating subsidiary company shall not be a licensed entity under the Labuan Financial Services and Securities Act 2010 or the
Labuan Islamic Financial Services and Securities Act 2010.
(2)
Two or more wholly-owned subsidiary companies of the same corporation may amalgamate and continue as one Labuan company without complying with subsections 118A(2) to (13) if the members of each amalgamating company, by special resolution, resolve to approve an amalgamation of the amalgamating companies on the terms that—
(a)
the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration;
(b)
the memorandum of the amalgamated Labuan company will be the same as the memorandum of the amalgamating company whose shares are not cancelled;
Labuan Companies 139
(c)
the directors of every amalgamating company are satisfied that the amalgamated Labuan company will be able to pay its debts as they fall due during the period of twelve months immediately after the date on which the amalgamation is to become effective; and
(d)
the person or persons named in the resolution will be the director or directors of the amalgamated Labuan company:
Provided that none of the wholly-owned subsidiary companies shall be a licensed entity under the Labuan Financial Services and
Securities Act 2010 or the Labuan Islamic Financial Services and
Securities Act 2010.
(3)
The directors of each amalgamating company shall, not less than twenty-one days before the date referred to in subsection (1) or
(2)
, as the case may be, give written notice of the proposed amalgamation to every secured creditor of the amalgamating company.
(4)
The resolution referred to in subsection (1) or (2), as the case may be, shall be deemed to be an amalgamation proposal that has been approved.
(5)
The board of directors of each amalgamating company shall, before the date referred to in subsection (1) or (2), as the case may be, make a solvency declaration in relation to the amalgamated Labuan company in accordance with paragraph 118A(7)(b).
(6)
A cancellation of the shares under this section shall not be deemed to be a reduction of the share capital within the meaning of this Act.
Effect of amalgamation