Cap. 386 Art. 374Application of preceding articles of this Part to division by formation of new companies.

(1) The provisions of articles 361, 362(1) to (5), 363,

364(1) and (2) and articles 365 to 373 shall apply to division by the formation of new companies, as though references to the companies involved in a division were references only to the company to be divided.

(2) In addition to the information specified in article 361(2), the draft terms of division, which in the case of a division by formation of new companies shall only be drawn up by the company to be divided, shall indicate the status, name and registered office of each of the new companies.

(3) The draft terms of division of the company to be divided and, if they are contained in a separate document, the draft memorandum and the draft articles of each of the new companies shall be approved by an extraordinary resolution taken at a general meeting of the company to be divided.

(4) (Deleted by Act XX. 2013.93).

(5) Neither article 364 nor article 365, in so far as they relate to the expert’s report, shall apply where the shares in each of the new companies are allocated to the shareholders of the company to be divided in proportion to their holding in the issued share capital of that company.

(6) The Registrar shall, after striking the name of the company to be divided off the register in accordance with the provisions of article 370(1), proceed to issue a certificate of registration for each one of the new companies formed, denoting the fact of its formation as a result of the division.

Chapter III - Division by a combination of a division by acquisition with a division by the formation of one or more new companies