Certificate of Merger for Bahrain

When a U.S. Merger Reaches Bahrain

In a U.S. merger, one or more companies disappear into a surviving company, which takes over their assets, rights and obligations by operation of law. In the U.S., the certificate of merger filed with the state completes that transfer. In Bahrain, nothing changes on the registers until the Bahraini offices see that certificate. Until then, they continue to show the disappearing company as the owner of a branch, the shareholder of a Bahraini company, the holder of trademarks or the party to contracts.

What has to be updated in Bahrain

Branches. A Bahraini branch registered to a company that has merged away must be moved to the surviving company or re-registered, through the Ministry of Industry and Commerce’s Sijilat system. Shareholdings. If the disappearing company held shares in a Bahraini company, the shareholder records must be updated to show the survivor. Intellectual property and agencies. Bahraini trademark registrations and commercial agency registrations should be recorded in the survivor’s name. Banks and contracts. Accounts, mandates and key contracts need the survivor’s details. Each of these offices relies on the same core evidence.

The documents Bahrain relies on

The central document is a certified copy of the certificate of merger issued by the state where it was filed. Where the merging companies were formed in different states, the merger is often filed in each, so obtain the certificate from the state of the disappearing company that held the Bahraini rights, and from the survivor’s state if asked. Add a good standing certificate for the surviving company, a board resolution of the survivor authorizing the Bahraini updates and naming its representative, and, where a Bahraini office asks for detail, the plan or agreement of merger certified by an officer.

Apostille route

The certificate of merger and the good standing certificate are state records: certified by the state and apostilled by the same state, with no notary. The board resolution and any officer’s certificate attaching the merger agreement are signed before a notary and apostilled by the notary’s state. Bahrain has accepted apostilles since December 31, 2013, so no U.S. Department of State or Bahrain Embassy step is needed.

Planning ahead

If a merger is planned, list every Bahraini registration, shareholding, trademark and contract in advance, so the documents can be ordered as soon as the merger is effective. Translations into Arabic are made in Bahrain. Use the survivor’s Arabic name consistently, and expect Bahraini offices to compare names, dates and registration numbers across all documents.