Section 233 - Merger or amalgamation of certain companies

Merger procedure: simplified mergers among small or wholly owned companies require notice, solvency declaration, creditor approval and registration.

Section 233 provides a streamlined statutory route for merger or amalgamation among specified companies, requiring notice inviting objections, member approval at the prescribed shareholding threshold, a prescribed declaration of solvency, creditor approval by value or in writing, and filing of the approved scheme with the Central Government, Registrar and Official Liquidator; registration follows absent timely objections, registration effects dissolution of the transferor company and transfers property, liabilities, charges and pending proceedings to the transferee, with post merger filings on authorised capital and prohibition on the transferee holding its own shares.