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Arrangement and constructions are covered in detail in Part VII of the OCA 1990. ‘Arrangement’ means:[1]

a) a reorganisation or reconstruction of an offshore company;

b) a merger or consolidation of one or more offshore companies with one other or more offshore companies, provided the surviving or the consolidated company remains an offshore company;

c) a separation of two or more businesses carried on by an offshore company;

d) or the combination of any of those specified in a) to c) above.

A plan of arrangement requires approval by resolution of the directors of the offshore company or companies. Upon approval, the offshore company must make an application to the Court for approval of the proposed arrangement.

The Court may make an interim or final order and may set out conditions for the approval. The Court may;

a) determine what notice, if any, is to be given to any person;

b) determine whether approval should be obtained and the manner in which such approval is to be obtained;

c) determine whether any holders of securities in the company may dissent the proposed arrangement;

d) conduct hearing and permit any interested persons to hear; and

e) approve or reject the plan as proposed or approve with amendments.

If a plan has been approved, the directors must confirm the arrangement if they wish to go ahead with the arrangement. The directors of the offshore company shall upon confirming the arrangement give notice to persons whom the Court has directed and submit the plan of arrangement to those persons for approval.

After the plan of arrangement has been approved by those persons, the articles of arrangement are required to be executed and must contain the plan, the order of the Court approving the plan, and the manner in which the plan of arrangement was approved.

The articles of arrangement must be lodged with the Registrar, after which the Registrar shall issue a certificate as evidence of the registration of the arrangement. The arrangement takes effect from the date the article is registered or on any subsequent date not more than thirty days from the date the articles are registered with the Registrar.