Transformation, merger and division of companies
A company may be transformed into another type of company by a resolution of the General Assembly, subject to compliance with the requirements relating to the amendment of the company’s Memorandum and Articles of Association and the necessary steps for incorporation and commercial registration applicable to the category of the transformed company is taken.
If the transformation is into a Public Shareholding Company, a period of three years must have expired from the date the company has been entered into the Commercial Register, and that the company has by carrying out the objects for which it was incorporated realised distributable net profits of not less than 10% of the company capital during the two years preceding the transformation application.
A merger can take place by absorbing one or more companies into another existing company, or by combining two or more companies with a new company under incorporation. A company may merge with another company even while undergoing liquidation.
No merger shall be valid unless a resolution has been issued by every company that is party to such a merger, in accordance with the requirements set for the amendment of a company’s Memorandum and Articles of Association.
A company may be divided into one or more companies upon the approval through a resolution issued by the General Assembly, consisting of shareholders holding at least three quarters of the company’s capital.
Each company resulting from such a division shall assume a separate legal entity, with all the consequences arising from there. The resolution to divide the company shall determine the number of shareholders or partners, their names, the entitlement of each in the companies resulting from the division, the rights and liabilities of such companies, and the method of distributing assets and liabilities among them.