The effective date of the restructuring is the date upon which the transfer of all absorbed company’s assets and liabilities takes place. This date depends on whether or not the restructuring involves the creation of a new company as follows:
- When one or more new companies are to be set up, restructuring is effective as of the date on which the last of these companies is registered with the RCCM;
- When the restructuring involves an absorption by an existing, company or companies, it takes effect as of the date of the last general meeting approving the transaction. However, the deed may provide for another date as the effective date.
Filing and penalties
The Uniform Act requires that the companies involved in the restructuring register a statement with the court, summarizing all the actions undertaken for the restructuring and certifying that the transaction has been carried out in compliance with the Uniform Act.
There is no time-frame during which the situation may be remedied if the restructuring procedure is found to be invalid. However, the Uniform Act provides that the time frame to declare the restructuring null and void lapses six months after the last registration with the RCCM.
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