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CHAPTER 25
RECONSTRUCTION AND AMALGAMATION

NEITHER of the words " reconstruction " and " amalgamation" has any definite legal meaning. Reconstruction is where a new company takes over the assets of an old one, but the persons carrying on the business are substantially the same. Amalgamation is where two or more companies join together to form another company, or where one company absorbs another. Both reconstructions and amalgamations can be carried out under s. 287.

RECONSTRUCTION UNDER s. 287
Under s. 287 a company can sell its business to another company on the terms that the purchase consideration, whether it takes the form of cash, shares or any other interest in the transferee company, is received by the shareholders of the selling company. To do this the company must:
1. Be wound up voluntarily under a members' voluntary winding up.
2. Pass a special resolution conferring a general or a particular authority upon the liquidator to carry out the arrangement.
3. Propose to sell or dispose of the whole or part of its business or property to another company, whether a company within the Act or not. (1)
The consideration for the sale may be shares, fully or partly paid up, in the purchasing company for distribution among the members of the selling company, or any other benefit from the purchasing company received by them. The sale, however, must be to a company and not to a speculator who hopes to form a company to take over the assets. (2)
The usual procedure adopted under s. 287 is for a meeting of the company to be summoned in order to pass resolutions for reconstruction. At the meeting, resolutions are passed for the voluntary winding up

1 This includes a foreign company.
2 Bird v. Bird's Patent, etc., Sewage Co. (1874), L. R. 9 Ch. App. 358.

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where is HTML where is HEAD where is TITLE NEITHER of what is words " reconstruction " and " amalgamation" has any definite legal meaning. Reconstruction is where a new company takes over what is assets of an old one, but what is persons carrying on what is business are substantially what is same. Amalgamation is where two or more companies join together to form another company, or where one company absorbs another. Both reconstructions and amalgamations can be carried out under s. 287. RECONSTRUCTION UNDER s. 287 Under s. 287 a company can sell its business to another company on what is terms that what is purchase consideration, whether it takes what is form of cash, shares or any other interest in what is transferee company, is received by what is shareholders of what is selling company. To do this what is company must: 1. Be wound up voluntarily under a members' voluntary winding up. 2. Pass a special resolution conferring a general or a particular authority upon what is liquidator to carry out what is arrangement. 3. Propose to sell or dispose of what is whole or part of its business or property to another company, whether a company within what is Act or not. (1) what is consideration for what is sale may be shares, fully or partly paid up, in what is purchasing company for distribution among what is members of what is selling company, or any other benefit from what is purchasing company received by them. what is sale, however, must be to a company and not to a speculator who hopes to form a company to take over what is assets. (2) what is usual procedure adopted under s. 287 is for a meeting of what is company to be summoned in order to pass resolutions for reconstruction. At what is meeting, resolutions are passed for what is voluntary winding up 1 This includes a foreign company. 2 Bird v. Bird's Patent, etc., Sewage Co. (1874), L. R. 9 Ch. App. 358. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 260 where is strong CHAPTER 25 RECONSTRUCTION AND AMALGAMATION where is p align="justify" NEITHER of what is words " reconstruction " and " amalgamation" has any definite legal meaning. Reconstruction is where a new company takes over what is assets of an old one, but what is persons carrying on what is business are substantially what is same. Amalgamation is where two or more companies join together to form another company, or where one company absorbs another. Both reconstructions and amalgamations can be carried out under s. 287. RECONSTRUCTION UNDER s. 287 Under s. 287 a company can sell its business to another company on what is terms that what is purchase consideration, whether it takes what is form of cash, shares or any other interest in what is transferee company, is received by what is shareholders of what is selling company. To do this what is company must: 1. Be wound up voluntarily under a members' voluntary winding up. 2. Pass a special resolution conferring a general or a particular authority upon what is liquidator to carry out what is arrangement. 3. Propose to sell or dispose of what is whole or part of its business or property to another company, whether a company within what is Act or not. (1) what is consideration for what is sale may be shares, fully or partly paid up, in what is purchasing company for distribution among what is members of what is selling company, or any other benefit from what is purchasing company received by them. what is sale, however, must be to a company and not to a speculator who hopes to form a company to take over what is assets. (2) what is usual procedure adopted under s. 287 is for a meeting of the company to be summoned in order to pass resolutions for reconstruction. At what is meeting, resolutions are passed for what is voluntary winding up 1 This includes a foreign company. 2 Bird v. Bird's Patent, etc., Sewage Co. (1874), L. R. 9 Ch. App. 358. where is Server.Execute("_SiteMap.asp") %

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