Section 245 - Registration of merger proposal

For the purpose of effecting a merger, the following documents shall be delivered to the Registrar for registration:

(a) the approved merger proposal;

(b) any certificate required under subsection (2) of section 244 or subsection (5) of section 245;

(c) a certificate signed by the directors of each transferor company stating that the merger has been approved in accordance with this Act and the constitution of the company, if any;

(d) where the transferee company is a new company or the merger proposal provides for a change of the name of the transferee company, a copy of the notice reserving the name, if any, of the company;

(e) a certificate signed by the directors, or proposed directors of the transferee company stating that, where the proportion of the claims of creditors of the transferee company in relation to the value of the assets of the company is greater than the proportion of the claims of creditors of a transferor company in relation to the value of the assets of that transferor company, no creditor shall be prejudiced by that fact;

(f) a document in the prescribed form signed by each of the persons named in the merger proposal as a director or secretary of the transferee company consenting to act as a director or secretary of the company, as the case may be; and

(g) a report regarding the fairness of the merger and issued by an insolvency practitioner appointed by each company unless dispensed with under section 247.