How to apply

An application to amalgamate two or more companies can be made online by a director or an authorised person or organisation (for example, law firm or accounting firm) acting on behalf of the company.  To do this you must be logged on to the Companies Office website as a registered user.

 Important note

The Companies Office legal team will carry out prior checks as to form.  This preliminary review will ensure the amalgamation is expected when it is filed and registration can proceed smoothly.  To submit documents for this review, you should fax unsigned drafts to (09) 916-4559 and mark them for the attention of the 'Legal Team - Amalgamation Checking'.  

For general information on amalgamation documentation, read the material under the headings Long form amalgamations, Short form amalgamations and Notes relevant to both forms.  The information is necessarily generalised, so be sure to take professional advice if you have any doubts.  The Companies Office legal team will check your drafts for compliance as to form, but does not offer a legal advisory service.  You must ensure the amalgamating companies meet the statutory conditions for amalgamation.
 

Amalgamating online

Step one | Locate the intended amalgamated company

From the Online Services – Do It Now menu go to Other maintenance then choose File an amalgamation.

Find the company to which another company or companies will be amalgamated by entering some search criteria (for example, the company name or the company number) and select the Search button.

From the search results displayed select the intended amalgamated company.

Step two | Complete your application

1. Applicant - Indicate whether you are completing the application on behalf of your employer or for yourself.
   
   Note | You will only have this option if you are registered as a user of an organisation.
    
2. Companies to be removed on amalgamation
   You now need to indicate which company or companies are to be removed on amalgamation.  Do this by entering some search criteria (for example, either the company name or the company number) in the box provided. Search results should begin to appear.  Select from the results the appropriate company or companies. 
   
   Repeat this step until all the companies that will be removed on amalgamation are listed.  The companies in this list will be removed from the register on amalgamation.
   
   Important | Take particular care to identify the correct company or companies being removed by cross-checking the director and registered address details of each.  Do not hurry this step!  You must get this right.
3. Amalgamation documents - Attach the amalgamation documents by selecting the Browse... button.
   
   Note | It is helpful to assemble the documents in the following order to make checking easier for you and our legal staff:
   
   For short form amalgamations the:
   1. resolutions,
   2. section 222(5) certificates,
   3. section 223(c) certificates,
   4. section 223(e) certificate (if applicable), then the
   5. form 13 consents.
   
   Put the resolution and respective section 222(5) and 223(c) certificates for the intended amalgamated company first.
   
   For long form amalgamations 
   > the proposal,
   > the section 221(2) certificates,
   > the section 223(c) certificates,
   > the section 223(e) certificate (if applicable), then the
   > form 13 consents.
   
   Put the respective section 221(2) and 223(c) certificates for the intended amalgamated company first, following the proposal. Note | No board or shareholder resolutions are filed with a long form amalgamation nor are copies of the public notice or the notice to shareholders.
   
   Notices to secured creditors are not filed for either form of amalgamation.
    
4. Amalgamation date - Choose the amalgamation date by selecting today's date (if it's a working day) or entering a future effective date.
   
   Important note | A future effective date can be a non working day - a Saturday, Sunday or public holiday.  In that case, you must file on or before the preceding working day - a Friday for a weekend date or a date such as 23 or 24 December if you choose 31 December.  Registration will be on the next working day following - the Monday for a weekend date or a date such as 3, 4, or 5 January for a Christmas/New Year date.
    
5. Comments - Provide any extra details to us you think are relevant.
6. Supporting document - If the intended amalgamated company is to change its name on amalgamation as provided in the resolutions, upload as the 'supporting document' a name reservation letter or, if the desired name is that of a company to be removed on amalgamation, a Form 4 application to reserve this name.
7. Select the Payment button to pay the associated fees and submit your amalgamation application.

What happens next?

The amalgamation request and its current status will appear in the ‘My unfinished business’ section of your dashboard.

The legal team will recognise your application from the draft set and be ready to authorise its registration for the date selected.

Following registration, you will receive the certificate of amalgamation instantly by email.  The removal date for a removed company will appear on its certificate of incorporation that can be printed from the register in the usual way.