COMPANIES ACT - 1963 (ACT 179)

    Section - 230 - Arrangement and Amalgamation by sale of Undertaking for Securities to be Distributed

    (1) With a view to effecting any arrangement or amalgamation, a company may by special resolution resolve that the company be put into members' voluntary liquidation and that the liquidator be authorised to sell the whole or part of its undertaking or assets to another body corporate, whether a company within the meaning of this Code or not, in this section called the transferee company, in consideration or part consideration of fully paid shares, debentures or other like interests in the transferee company and to distribute the same in specie among the shareholders of the company in accordance with their rights in the liquidation.

    (2) Any sale and distribution in pursuance of a special resolution under this section shall be binding on the company and all members thereof and each member shall be deemed to have agreed with the transferee company to accept the fully paid shares, debentures or other like interests to which he is entitled under such distribution:

    Provided that,

    (a) if within one year from the date of the passing of any such special resolution as is referred to in subsection (1) of this section an order is made under section 218 of this Code or for the winding up of the company under the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180), the arrangement or amalgamation and the sale and distribution shall not be valid unless sanctioned by the Court;

    (b) If any member of the company by notice in writing addressed to the liquidator and left at the registered office of the company within twenty-eight days after the passing of the resolution, dissents therefrom in respect of any of the shares held by him, the liquidator shall either abstain from carrying the resolution into effect or shall purchase such shares at a price to be determined in manner provided by subsections (3), (4) and (5) of this section.

    (3) If the liquidator elects to purchase the shares of any member who has expressed his dissent in accordance with subsection (2) of this section, the price payable therefor shall be determined by agreement or, in default of agreement, by a single arbitrator appointed by the president for the time being of the Institute of Chartered Accountants in Ghana in accordance with the law relating to arbitration for the time being in force.

    (4) The price shall be determined by estimating what the member concerned would have received had the whole of the undertaking of the company been sold as a going concern for cash to a willing buyer and the proceeds, less the costs of liquidation, been divided amongst the members in accordance with their rights.

    (5) The purchase money shall be paid before the company is dissolved and raised by the liquidator in such manner as may be determined by the special resolution or, in default of any direction in the special resolution, in such manner as he may think fit as part of the expenses of the winding-up.

    (6) Nothing in this section contained shall authorise any variation or abrogation of the rights of any creditors of the company.

    (7) If any company otherwise than under the foregoing subsections of this section sells or resolves to sell the whole or any part of its undertaking or assets to another body corporate in consideration or part consideration of any shares, debentures or other like interests in that body corporate and resolves to distribute the same in specie among the members of the company, whether in a liquidation or by way of dividend, any member of the company may, by notice in writing addressed to the company and left at the registered office of the company within twenty-eight days after the passing of the resolution authorising such distribution, require the company either to abstain from carrying the resolution into effect or to purchase any of his shares at a price to be determined in manner provided by subsections (3), (4) and (5) of this section:

    Provided that nothing herein contained shall authorise any company,

    (a) to purchase its shares except in accordance with sections 59 to 64 of this Code;

    (b) to make any distribution to its shareholders except in accordance with sections 71 to 79 of this Code or in a liquidation.