Article 2.6.9 Conversion, Merger, and Continuance

(a) Permitted Reorganisation Actions:

Entities established under this Code may, subject to the provisions of this Article and approval by the Registrar or relevant authority designated by the Operator, undertake the following legal reorganisations:

(i) Conversion into another legal form permitted under the ICT legal framework;

(ii) Merger or amalgamation with one or more other entities, whether as a survivor or successor;

(iii) Continuance, re-domiciliation, or transfer of incorporation into or out of the ICT.

(b) Procedural Safeguards and Registrar Approval:

All conversion, merger, or continuance actions shall:

(i) Comply with procedural safeguards prescribed by supplementary rules, including notice, shareholder approval, and creditor protections;

(ii) Be accompanied by a board resolution and a special resolution of shareholders or members, unless otherwise exempted by regulation;

(iii) Include public filing and submission of an impact statement where the action materially affects stakeholder interests.

(c) Protection of Minority and Creditor Rights:

Any conversion, merger, or continuance that materially affects the rights of minority shareholders, bondholders, or other stakeholders shall include:

(i) Prior written notice to all affected parties with a reasonable period for objection;

(ii) Equitable safeguards against unfair prejudice, including appraisal rights or dissent procedures;

(iii) Disclosure of any conflict of interest involving directors, controllers, or majority shareholders.

(d) International Continuance:

An entity may continue or redomicile into or out of the ICT where:

(i) The foreign jurisdiction permits such action and recognises continuity of legal personality;

(ii) The entity remains bound by its pre-existing legal obligations under this Code until discharged or novated;

(iii) The action is not undertaken to frustrate existing claims, regulatory enforcement, or evade legal liability;

(iv) If the entity is a public-facing body or receives ICT public-benefit support, continuance out of the ICT shall require specific Operator approval;

(v) Continuance into or from a jurisdiction that has entered into legal interoperability or mutual recognition arrangements with the ICT may be subject to simplified procedures as set out by the Operator.

(e) Legal Continuity and Effect:

Upon completion of a lawful conversion, merger, or continuance:

(i) The resulting entity shall be deemed the legal successor of all assets, rights, obligations, and liabilities of the predecessor entities;

(ii) All pending legal proceedings, licences, contracts, and intellectual property rights shall continue without interruption, unless expressly prohibited by law or third-party agreement;

(iii) The Registrar shall update the digital corporate register and assign a new or continuing registration number as applicable;

(iv) Beneficial ownership information, regulatory licences, and public-benefit designations shall be reviewed and, where necessary, revalidated within 30 days of reorganisation;

(v) Where the action materially affects stakeholders or the public interest, the entity shall publish a digital notice summarising the change, effective date, and key implications, within seven (7) days of registration;

(vi) Employment contracts, pension rights, and accrued employee entitlements shall continue under the successor entity, subject to applicable labour regulations.

(f) Restrictions and Prohibited Conduct:

A conversion, merger, or continuance shall not be permitted where it:

(i) Involves an entity under investigation or subject to a suspension order, unless approved by the ICT Court;

(ii) Has the primary purpose or effect of evading taxes, regulatory oversight, or creditor recovery;

(iii) Is likely to result in systemic risk, concentration of market power, or reduction of public benefit obligations.

(g) Digital Filing and Publication:

All filings related to actions under this Article shall:

(i) Be submitted via the ICT City App or designated digital interface;

(ii) Include machine-readable formats where required;

(iii) Be recorded in the public digital register unless a confidentiality exemption is granted under Part 3 of this Code.

(h) Supplementary Rules and Guidelines:

The Operator may issue supplementary rules, template documents, or guidance notes relating to:

(i) Required contents of merger impact statements, dissent procedures, and creditor notices;

(ii) Cross-border conversion protocols and recognition of foreign continuance actions;

(iii) Simplified procedures for non-material internal restructurings or entity conversions without stakeholder impact;

(iv) Issuance of no-action comfort letters or template pre-clearance certificates for common forms of reorganisation.

(i) Transitional Measures:

Entities established under legacy legal regimes may utilise the procedures in this Article to convert or continue under this Code, subject to Registrar approval and transitional compliance requirements.

(j) Proportionality and Simplicity Principle:

All procedures under this Article shall be guided by principles of proportionality, legal certainty, and regulatory simplicity. The Operator and Registrar shall, to the extent practicable:

(i) Enable standardised, self-certified, or digitally automated procedures for routine or low-risk transactions;

(ii) Waive or streamline non-essential procedural steps for small entities or internal restructurings;

(iii) Prioritise the use of interoperable digital templates, default rules, and smart contracts where available.