Commentary

257.4 Particularisation of assets and liabilities

COMPANIES vol 11 acquisitions, mergers, demergers
| Commentary

257.4 Particularisation of assets and liabilities

| Commentary

257.4 Particularisation of assets and liabilities

In a merger of a company under the Companies Act 2006 Part 271, the whole of its assets and liabilities will vest in the transferee company, and so it is unnecessary to particularise those assets and liabilities in the scheme in order to effect the operation2. In a division, however, it is necessary to particularise those assets and liabilities in the draft terms of the scheme, so as to show how the transferor company’s assets and liabilities are to be allocated among the transferee companies3.

When such a scheme has been sanctioned by the court,

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