Companies Act (Cap. 386), article 361

361. (1) The directors of the company to be divided and of each of the recipient companies (h ereinafter referred to in thi s Part as "the companies involved in a division") shall draw up draft terms of division in writing. (2) The draft terms of division shall specify the following: (a) the status, name and registered office of each of the companies involved in the division; (b) the share exchange ratio and the amount of any cash payment; (c) the terms relating to the allotment of shares in each of the recipient companies; (d) the date from which the hol ding of such shares entitles the holders to participate i n p r o f i t s a n d a n y s p e c i a l conditions affecting that entitlement; (e) the date from which the transactions of the company to be divided shall be treated for accounting purposes as being those of one or other of the recipient companies; (f) the rights conferred by each of the recipient companies on the holders of shares to which special rights are attached and the holders of securities other than shares, or the measures p roposed concerning them; (g) any special advantage granted to the experts referred to in article 364 and to t he directors of each of the companies involved in the division; (h) the precise and detailed description and allocation of the assets, rights, liabilities and obligations to be delivered to each of the recipient companies; and (i) the allocation to the shareholders of the company to be divided of shares in the recipient companies and the criterion upon which such allocation is based. (3) Where an asset is not allocated by the draft terms of division and where the interpretation of these terms does not m ake a decision on its allocation possible, the asset or the conside ration therefor shall be allocated to all the recipient companies in proportion to the sha re of the net assets allocated to each of those companies under the draft terms of the division. (4) Where a liability is not allocated by the draft terms of division and where the interpretation of these terms does not m ake a decision on its allocation possible, each of the recipient companies shall be jointly a nd severally liable for it: Provided that such joint and several liability shall be limited to the net assets all ocated to each company. (5) The draft terms of divisi on for each of the companies involved in a division duly completed, shall be signed by at le ast one director and the company secr etary of each of the companies involved in the division, and forwarded to the Registrar by eac h 228 CAP. 386.] COMP ANIES company for registration, who being satisfied that the requirem ents of the provisions of this article have been complied with, shal l register them. Approval by extraordinary resolution of division. Amended by: IV . 2003.136; XIX. 2010.44.