Part 6 — Management and Administration Division 1 Membership
171 Reconstruction of company or amalgamation
RSA 2000
(a) "property" includes property, rights and powers of every
description;
(b) "liabilities" includes duties.
(2) When an application is made to the Court under section 170 for
the sanctioning of a compromise or arrangement proposed between
a company and the persons mentioned in that section, and it is
shown to the Court that the compromise or arrangement has been
proposed for the purposes of or in connection with a scheme for the
reconstruction of any company or companies or amalgamation of
any 2 or more companies, and that under the scheme the whole or
any part of the undertaking or the property of any company
concerned in the scheme (in this section referred to as "a transferor
company") is to be transferred to another company (in this section
referred to as "the transferee company"), the Court may, either by
the order sanctioning the compromise or arrangement or by any
subsequent order, make provision for all or any of the following
matters:
(a) the transfer to the transferee company of the whole or any
part of the undertaking and of the property or liabilities of a
transferor company;
(b) the allotting or appropriatio n by the transferee company of
any shares, debentures, or other like interests in that
company that under the compromise or arrangement are to
be allotted or appropriated by that company to or for any
person;
(c) the continuation by or against the transferee company of a ny
legal proceedings pending by or against a transferor
company;
(d) the dissolution, without w inding-up, of a transferor
company;
(e) the provision to be made for any persons who, within the
time and in the manner the Court directs, dissent from the
compromise or arrangement;
(f) any incidental, consequen tial, and supplemental matters
necessary to ensure that the reconstruction or amalgamation
will be fully and effectively carried out.
(3) If an order under this section provides for the transfer of
property or liabilities, that property is by virtue of the order
transferred to and vested in, subject in the case of land to the Land
Titles Act, and those liabilities are by virtue of the order transferred
RSA 2000
to and become the liabilities of, the transferee company, and in the
case of any property, if the order so directs, the property is freed
from any charge that is by virtue of the compromise or arrangement
to cease to have effect.
(4) When an order is made under this section, every company in
relation to which the order is made shall file a copy of the order
with the Registrar within 7 days after the making of the order.
(5) If a company defaults in complying with subsection (4) it is
guilty of an offence.
RSA 2000 cC-21 s171;2020 c25 s2(78)