Co-operatives Act, 2005 (Act No. 14 of 2005)Chapter 8 : Amalgamation, Division, Conversion and Transfer57. Approval of amalgamation |
| (1) | The board of directors of each amalgamating co-operative must submit the proposed agreement to amalgamate to a general meeting of each amalgamating co-operative. |
| (2) | A copy or summary of the proposed amalgamation agreement must accompany the notice of such meeting. |
| (3) | An amalgamation agreement must be approved by special resolutions of each amalgamating co-operative. |
| (4) | After approval of an amalgamation agreement, the constitution of the amalgamated co-operative must be submitted to the registrar for approval, together with a notice of its registered office, a notice of the directors of the amalgamated co-operative and the prescribed fee. |
| (5) | A declaration by the directors of each amalgamating co-operative must be attached to the constitution submitted in terms of subsection (4), establishing that the relevant provisions of their constitutions have been complied with in approving the amalgamation, and that there are reasonable grounds to believe that— |
| (a) | the amalgamated co-operative will be able to pay its liabilities as they become due; |
| (b) | the realisable value of the amalgamated co-operative’s assets will not be less than the total of its liabilities, share capital and reserves; and |
| (c) | the interests of creditors will be protected in compliance with section 64 the notice of such meeting. |
| (6) | The registrar must issue a certificate of registration in the name of the amalgamated co-operative if satisfied that— |
| (a) | the amalgamating co-operatives have complied with all the relevant provisions of their constitutions and this Act; and |
| (b) | the name and constitution of the amalgamated co-operative comply with this Act. |
| (7) | For the purposes of subsection (6), the registrar may rely on the constitution and the declarations contemplated in subsection (5). |