Wealth Management Services Ltd.- Antigua & Barbuda Managment

(1) In this Part,
- “consolidated limited liability company” mans a new limited liability company that is formed by the consolidation of one or more entities and one or more limited liability companies;
- “entity” means a foreign or domestic corporation, association, real estate investment trust or unincorporated business;
- “surviving limited liability company” means a new limited liability company that is formed by the merger of one or more entities or one or more limited liability companies into an existing limited liability company.
(2) When this Act is to apply to a surviving entity, at least one of the parties to the merger must be a limited liability company to which this Act applies at the time of the merger.
(3) Pursuant to a plan of consolidation, a limited liability company to which this Act applies may be consolidated with one or more other limited liability companies or other entities.
(4) Pursuant to a plan of merger, a limited liability company to which this Act applies may be merged with one or more other limited liability companies or other entities into a limited liability company.
(5) If one or more parties to the merger or consolidation are other entities formed in a foreign jurisdiction, they may be merged or consolidated with one or more limited liability companies organised or registered under this Act if the merger or consolidation is permitted by the laws of the jurisdiction under which the other entity is incorporated or registered.
(6) The plan of merger or consolidation must set forth
- (a) the name and jurisdiction of formation of each limited liability company or entity that is a party to the merger;
- (b) the name and address of the surviving or consolidated limited liability company;
- (c) the registered office and principal place of business of the surviving limited liability company;
- (d) the nature of the business activity that will be conducted, if any; and
- (e) the terms and conditions of the proposed merger or consolidation, including the manner and basis of converting the interests of each party to the merger or consolidation into interests of the surviving or consolidated limited liability company, or the cash or other consideration to be paid or delivered in exchange for such interests, or both.
(7) The consent of a majority of the members of a limited liability company to which this Act applies who are entitled to vote is required for the authorisation of a merger or consolidation, unless the operating agreement requires authorisation by a greater portion of the members.
(8) The authorisation of another party must be made pursuant to applicable law.
(9) After approval of the plan of merger or consolidation, but before it takes effect, the plan may be terminated or amended if the plan contains a provision for termination or amendment.
(10) After approval of the plan of merger or consolidation, articles of merger or consolidation shall be executed in duplicate on behalf of each party to the merger or consolidation that set forth
- (a) the plan of merger or consolidation duly approved, and, if a limited liability to which this Act applies is the surviving or consolidated limited liability company, a statement in the articles of merger or consolidation to that effect;
- (b) for each limited liability company to which this Act applies that is a party to the merger or consolidation, the date on which its articles of organisation were filed with the Commission;
- (c) the effective date of the merger or consolidation, subject to subsection 72(1), if not effective upon filing; and
- (d) the manner in which the merger or consolidation was authorised with respect to each party.
(11) The articles of merger or articles of consolidation shall be filed with the Commission in accordance with section 4.
(12) If the surviving or consolidated limited liability company is to be governed by the laws of a jurisdiction other than Antigua and Barbuda,
- (a) it shall file with the Commission articles of merger or consolidation together with a certificate of merger or consolidation issued by the appropriate official of the foreign jurisdiction;
- (b) the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of limited liability companies to which this Act applies except to the extent that the laws of the other jurisdiction provide otherwise;
- (c) the effective date of the merger or consolidation shall be determined by the law of the other jurisdiction;
- (d) the effective date of the merger or consolidation shall be the date of termination of the company in Antigua and Barbuda; and
- (e) the limited liability company shall provide its registered agent with information required for the purposes of ascertaining the identity of persons owning a beneficial ownership interest in it of at least 20% as provided in the Corporate Management and Trust Service Providers Act.

72. Effect of merger or consolidation

(1) A merger or consolidation is effective upon the filing of the articles of merger or consolidation with the Commission or on a subsequent date that does not exceed thirty days set forth in the articles.
(2) When a merger or consolidation has been effected and the surviving or consolidated limited liability company is one to which this Act applies,
- (a) the surviving or consolidated limited liability company has all the rights, privileges, immunities, powers and purposes of each of the parties to the merger or consolidation that are consistent with its articles of organisation as altered or established by the merger or consolidation;
- (b) all the property, real and personal, including causes of action and every other asset of all of the parties to the merger or consolidation vest in the surviving or consolidated limited liability company;
- (c) the surviving or consolidated limited liability company shall assume and be liable for all the liabilities, obligations and penalties of each of the parties to the merger or consolidation;
- (d) in the case of a merger, the articles of organisation of the surviving limited liability company are amended to the extent that changes in its articles of organisation are set forth in the plan of merger;
- (e) in the case of consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of organisation of a limited liability company to which this Act applies shall be its articles of organisation; and
- (f) unless otherwise provided in the articles of merger or consolidation, each party to the merger or consolidation which is not a surviving limited liability company or consolidated limited liability company to which this Act applies is dissolved.

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