s.51Merger or consolidation with foreign companies
51
Section 51Part 8 — Foreign Limited Liability Companies

Merger or consolidation with foreign companies

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One or more limited liability companies may merge or consolidate with one or more foreign entities in accordance with subsections
to (17) provided that each such foreign e ntity has separate legal personality. ( 2 ) Where the surviving or consolidated entity is to be a limited liability company, in addition to compliance by each constituent limited liability company with section 46
to (10), the Registrar is required to be satisfied in respect of any constituent foreign entity that —
the merger or consolidation is permitted or not prohibited by the constitutional documents of the constituent foreign entity and by the laws of the jurisdiction in which the constituent fore ign entity is existing, and that those laws and any requirements of those constitutional documents have been or will be complied with;
no petition or other similar proceeding has been filed and remains outstanding, and no order has been made or resolut ion adopted to wind up or liquidate the constituent overseas entity in the jurisdiction in which the constituent foreign entity is existing;
no receiver, trustee, liquidator or administrator or other similar person has been appointed in any jurisdictio n and is acting in respect of the constituent foreign entity, its affairs or its property or any part thereof;
no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors o f the constituent foreign entity are and continue to be suspended or restricted;
the constituent foreign entity is able to pay its debts as they fall due and the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent foreign entity;
in respect of the transfer of any security interest granted by the constituent foreign entity to the surviving or consolidated entity —
consent or approval to the transfer has been obtained, released or waived;
the transfer is permitted by and has been approved in accordance with the constitutional documents of the constituent foreign entity; and
the laws of the jurisdiction of the constituent foreign entity with respect to the transfer have been or will be complied with;
the constituent foreign entity will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and
there is no other reason why it would b e against the public interest to permit the merger or consolidation. ( 3 ) Subsection (2)(a) to (g) shall be satisfied by filing with the Registrar a declaration of a manager of the surviving or consolidated entity to the effect that, having made due enquiry , the manager is of the opinion that the requirements of those paragraphs have been met and — ( a ) the declaration shall include a statement of the assets and liabilities of the constituent foreign entity made up to the latest practicable date before making the declaration; and ( b ) a manager of the surviving or consolidated entity shall be deemed to have made due enquiry for the purposes of subsection (2)(a) to (g) and this subsection if such manager has obtained from a manager (or equivalent) of the constit uent foreign entity a declaration that the requirements of subsection (2)(a) to (g) have been met with respect to such constituent foreign entity.
A person who, being a manager, makes a false declaration under subsection (3) commits an offence and is l iable on summary conviction to a fine of twenty thousand dollars or to imprisonment for a term of five years, or both.
In any proceedings for an offence under subsection (4), it shall be a defence for the person charged to prove that that person took a ll reasonable precautions and exercised all due diligence to avoid the commission of such an offence by that person or any person under that person’s control.
Where the surviving or consolidated entity is to be established under this Act , upon payment of the prescribed fees under this Act and upon the Registrar being satisfied that the requirements of subsection (2) in respect of the merger or consolidation have been complied with and that the name of the consolidated entity complies with section 6 , the Registrar shall register the plan of merger or consolidation including any new or amended registration statement and issue a cer tificate of merger or consolidation under the Registrar’s hand and seal of office, and in the case of a consolidation, section 5(4) shall apply in relation to the consolidated entity.
Where the surviving or consolidated entity is to be a foreign entity the Registrar is required to be satisfied, in addition to compliance with section 46 (2) to (10) (excluding section 46(9)(f)), by each constituent limited liability company, that —
the merger or consolidation is permitted or not prohibited by the cons titutional documents of the constituent foreign entity and by the laws of the jurisdiction in which the constituent foreign entity is existing, and that those laws and any requirements of those constitutional documents have been or will be complied with;
no petition or other similar proceeding has been filed and remains outstanding, and no order has been made or resolution adopted to wind up or liquidate the constituent foreign entity in any jurisdiction;
no receiver, trustee, liquidator or administ rator or other similar person has been appointed in any jurisdiction and is acting in respect of the surviving entity, its affairs or its property or any part thereof;
no scheme, order, compromise or other similar arrangement has been entered into or m ade in any jurisdiction whereby the rights of creditors of the surviving entity are suspended or restricted; and
there are no reasons why it would be against the public interest to allow the merger or consolidation.
Subsection (7)(a) to (d) shall b e satisfied by filing with the Registrar a declaration of a manager of each constituent limited liability company to the effect that, having made due enquiry, the manager is of the opinion that the requirements of those paragraphs have been met and a manag er of each constituent limited liability company shall be deemed to have made due enquiry for the purposes of this subsection and subsection (7)(a) to (d) if such manager has obtained from a manager of the constituent foreign entity a declaration that the requirements of subsection (7)(a) to (d) have been met with respect to such constituent foreign entity.
A person who, being a manager, makes a false declaration under subsection (8) commits an offence and is liable on summary conviction to a fine of tw enty thousand dollars or to imprisonment for a term of five years, or both.
Where the surviving or consolidated entity is to be a foreign entity, the surviving or consolidated foreign entity shall file with the Registrar —
an undertaking that it w ill promptly pay to the dissenting members of a constituent limited liability company registered under this Act the amount, if any, to which they are entitled under this Act ; and
such evidence of the merger or consolidation from the jurisdiction of the surviving or consolidated foreign entity as the Registrar considers acceptable, such evidence to include the effective date of the merger or consolidation.
The effect of a merger or consolidation where the surviving or consolidated entity is to be a foreign entity under this section is the same as in the case of a merger or consolidation under this Part if the surviving or consolidated entity is registered or established under this Act , and all of the relevant provisions of this Part apply, except ins ofar as the laws of the jurisdiction of the surviving or consolidated foreign entity otherwise provide.
For the purposes of this section —
any references in section 46 to the LLC interests of any constituent limited liability company shall be deemed to include references to any other equity interests in such constituent entity;
any references in sec tion 46 to the registration statement or LLC agreement shall be deemed to include references to the equivalen t organisational documents of a foreign entity; and
any reference in section 46 or this section to a mana ger of a limited liability company shall be deemed to include a reference to any officer, member or other person (howsoever called) in whom the management of a foreign entity is vested.
Where the surviving or consolidated entity is to be a foreign ent ity, upon payment of the prescribed fees under this Act and upon the Registrar being satisfied that the requirements of subsections (7) and (10) have been complied with the Registrar shall, where the foreign entity is the surviving or consolidated entity, strike off any constituent limited liability company from the Register and issue a certificate of strike off by way of merger or consolidation with a foreign entity; and section 158 of the Companies Act (2025 Revision) shall apply mutatis mutandis to any c onstituent limited liability company so struck off.
A certificate of strike off by way of merger or consolidation with a foreign entity issued by the Registrar shall be prima facie evidence of compliance with all requirements of this Act in respect of such merger or consolidation.
Subject to section 47 , a merger or consolidation shall be effective on the date the plan of merger or consolidation is registered by the Registrar.
The issuance of a certificate of merger or consolidation relating to the merger or consolidation of a foreign entity registered under Part 9 of the Companies Act (2025 Revision) shall be deemed to constitute notice to the Registrar of Companies pursuant to section 192 of the Companies Act (2025 Revision) .
Any declaration of a manager pursuant to this section may be given in the form of a declaration or an affidavit, as the manager may determine.

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