Section 141 Investments and Securities Act

Section 141 of the Investments and Securities Act 2025 is about Merger by amalgamation and other combination. It is under Part XII (Mergers, Take-overs and Corporate Restructuring) of the Act. It provides as follows:

(1) Where a merger involving a public company is achieved or to be achieved by amalgamation or other combination with the other undertaking in question —
(a) the Commission may grant an approval in principle to the company involved to make an application to the court to order separate meetings of shareholders of the merging companies in order to get their concurrence to the proposed merger; and

(b) if a majority representing not less than three quarters in value of the shares of members being present and voting either in person or by proxy at each of the separate meetings agree to the scheme, the scheme shall be referred to the Commission for approval.

(2) Where the merger is approved by the Commission, the parties shall apply to the court for the merger to be sanctioned and when so sanctioned, it shall become binding on the companies and the court may by the order sanctioning the merger or by a subsequent order make provision for any or all of the following matters —

(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;
(b) the allotment or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the
scheme are to be allotted or appropriated by that company to or for any person;

(c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;
(d) the dissolution, without winding up, of any transferor company;
(e) the provision to be made for any person who in such manner as the court may direct, dissents to the scheme; and
(f) such incidental, consequential and supplemental matters as are necessary to ensure that the reconstruction or merger shall be fully and effectively carried out.

(3) An order under subsection (2)(d) shall not be made unless the —
(a) whole of the undertaking and the property, assets and liabilities of the transferor company are being transferred into the transferee company; and
(b) court is satisfied that adequate provision by way of compensation or otherwise have been made with respect to the employees of the company to be dissolved.

(4) Where an order under this section provides for the transfer of property or liabilities, that property or liabilities shall by virtue of the order, be transferred to and become the property or liabilities of the transferee company, and in the case of any property, if the order so directs, be freed from any charge which by virtue of the merger ceases to have effect.

(5) Where an order is made under this section, every company in relation to which the order is made shall cause an office copy to be delivered to the Commission for registration within seven days after the making of the order and a notice of the order shall be published in at least one national newspaper.

(6) Any person that contravenes subsection (5), is liable to a fine of not less than N250,000 and N1,000 for every day the violation continues.

(7) In this section —
(a) “property “ includes property rights and powers of every description; and
(b) “liabilities” includes rights, powers and duties of every description notwithstanding that such rights, powers and duties are of a personal character not generally assigned or performed vicariously.