Corporate transformation and integration

• Merger of Companies (222 – 225)
  Article 222
  The company may, even in a liquidation role, merge into another of its kind or another type. 2 – by mixing a solution of two or more companies and the establishment of a new company transferred to each of the merged companies. The merger shall be effected by agreement between the companies wishing to merge in accordance with the conditions prescribed for the amendment of the Company’s Memorandum and Articles of Association. The merger shall be implemented only after obtaining the approval of the competent authority set forth in this Law in accordance with the form to which the Company has been transformed. The Bank shall approve the merger decision prior to its implementation. A decision shall be issued by the Minister of Commerce and Industry regarding the procedures, conditions and conditions of merger taking into consideration the provisions stipulated in the following articles.

Article 223
The merger shall be by way of annexation by following the following procedures: 1. A decision shall be issued by the merged company to dissolve it. 2. With the exception of the provisions of Article (105), all in-kind and non-in-kind assets of the merged companies shall be in accordance with the provisions of the decree issued by the Minister of Commerce and Industry, with the exception of the companies subject to the control of the Central Bank of Kuwait. In this regard. 3. The merging company shall issue a decision to increase its capital in accordance with the result of the merger of the merged company. 4. The capital increase shall be distributed to the partners in the merged company in proportion to their shares therein. If the shares are represented in shares and three years have elapsed since the incorporation of the merging company, such shares may be traded upon issuance.

Article 224
The merger shall be effected by mixing by following the following procedures: 1. A decision shall be issued by each merged company to dissolve it. 2. With the exception of the provisions of Article (105), all in-kind and non-in-kind assets of the merged companies shall be in accordance with the provisions of the decree issued by the Minister of Commerce and Industry, except for the companies subject to the control of the Central Bank of Kuwait where their in-kind and non-in-kind assets shall be in accordance with the rules and principles laid down by the Bank of Kuwait Central on this. The new company shall be established in accordance with the conditions stipulated in this law. 3. Each merged company shall be allocated a number of shares or shares equivalent to its share in the capital of the new company. Such shares or shares shall be distributed among the partners in each merged company in proportion to their shares therein. If the shares of the new company are represented in shares and three years have elapsed since the incorporation of the merged companies, such shares may be traded upon issuance.

Article (225)
The merger shall be published in the Official Gazette and in two daily newspapers and registered in the Commercial Register. The merger decision shall not be implemented until three months from the date of its declaration of registration in the Commercial Register. The creditors of the merged company within the said time shall oppose the merger with the company by registered letter. Suspended unless the creditor relinquishes his opposition or decides to reject it by a final judgment or the company pays off the debt if it is present or provides sufficient guarantees to meet it if it is later and if no opposition is filed within the said date, the merger shall be deemed final and the merging company or grandfather shall be dissolved. Dah replace the merged companies in all their rights and obligations.