Companies Act (Cap. 386), article 360

360. (1) Division of a company into two or more companies may be effected by - (a) division by acquisition; or (b) division by formation of new companies; or (c) division by a combination of a division by acquisition with a division by the formation of one or more new companies. (2) Division by acquisition is the operation whereby a company (referred to in this Part as "th e company to be divided") deliv ers to two or more existing companies (referred to in this Part as "th e recipient companies") all its assets and liabilities in exchang e for the allocation to the shareholders of the company to be divided of shares in the recipient companie s and a cash payment, if any, n ot exceeding ten per cent of the nom inal value of the shares so is sued. (3) Division by formation of new companies is the same as the operation described in sub-artic le (2) except that the recipien t companies are formed as new comp anies for the purposes of takin g part in the division. The expression "the companies involved in a division" used in the case of a division by formation of new companies in this Part shall be interpreted as referring only t o the company to be divided. (4) Division by a combination of a division by acquisition with a division by formation of one or more new companies is the sam e as the operation described in sub-article (2) combined with the operation as described in sub-article (3). (5) The company to be divided shall be dissolved without having to be wound up in accordan ce with the provisions of Titl e II of Part V of this Act; dissolution shall be deemed to take plac e when the division becomes effective in accordance with the provisions of article 370. (6) The fact that the company to be divided has been dissolved voluntarily by an extraordinary resolution, and a declaration o f solvency has been filed, shall no t prevent that company taking part in the division provided that none of its assets have been distributed to shareholders after dissolution. Any provision of this Part requiring the directors of a company to act shall be inter preted in relation to a company which has been dissolved as requiring the liquidator to act. (7) The fact that the company to be divided has been dissolved by the court in terms of article 214, and in the case of a volu ntary winding up a declaration of solvency has not been filed, shall invalidate the division with respect to all the companies involved in the division. (8) A division of a company may only be effected into two or more companies, and it shall not be possible to effect a divisi on involving any other kind of commercial partnership. COMP ANIES [CAP. 386. 227 Chapter I - Division by acquisition Draft terms of division. Amended by: IV . 2003.135.