The Companies Act 1981 of Bermuda (the Act) provides procedures by which Bermuda companies may amalgamate or merge both with other Bermuda companies and with companies incorporated in foreign jurisdictions. Given the considerable overlap in the process of effecting an amalgamation or a merger, this memorandum addresses both procedures. The key difference between an amalgamation and a merger is that in an amalgamation two or more companies amalgamate and continue as one company, whereas in a merger two or more companies merge and their undertaking, property and liabilities vest in one of the companies as the surviving company. The choice between procedures will largely be driven by onshore structuring considerations.
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances. Kennedys operates in Bermuda in association with Kennedys Chudleigh Ltd.