Amalgamation is a process by which two or more corporations governed by the Canada Business Corporations Act, the "amalgamating corporations," merge and carry on as one corporation, the "amalgamated corporation". Amalgamations can be made through the Online Filing Centre. Corporations Canada offers several methods of filing (see How to file and pay for an application). You will have to pay a filing fee (see Services, fees and processing times). Show
The effective date of an amalgamation is the date on which Corporations Canada receives your application for amalgamation or any later date requested. NoteThe information provided here is not intended to replace legal advice. Consider consulting a lawyer or another professional advisor to ensure that the requirements of the Canada Business Corporations Act are met. There are two ways to amalgamate under the CBCA.
Long-form amalgamationA long-form amalgamation requires each amalgamating corporation to sign an amalgamation agreement and submit it for approval at a meeting of shareholders. The amalgamation agreement sets out the terms and means of carrying out the amalgamation and must include:
The articles of amalgamation submitted to Corporations Canada must include the provisions agreed on in the amalgamation agreement. Short-form amalgamationA short-form amalgamation is approved by a resolution of the directors and does not require approval of the shareholders. It is often faster than long-form amalgamation. There are two types of short-form amalgamation.
Documents to file to amalgamate two or more corporationsAn application to amalgamate must include the following:
The articles can be in the official language of your choice. This means they may be:
Statutory declarationThe statutory declaration (see Model statutory declaration) must include statements that specify that, on the effective date of the amalgamation:
The statutory declaration must be signed by a director or officer of each amalgamating corporation. When a provincial corporation amalgamates with a federal corporationTo ensure that an application for amalgamation is processed, all of the amalgamating corporations must be incorporated under the CBCA. This means that if one of the corporations is incorporated under another statute, it must first continue into the CBCA (see Continuance (import) of an incorporated business) before it can amalgamate with the other corporations. The CBCA does not apply until after a certificate of continuance has been issued. Consequently, two meetings must be held according to different requirements.
To speed up the process, articles of continuance can be filed at the same time as articles of amalgamation. Provincial and federal corporations can also amalgamate through an arrangement. An arrangement is a transaction authorized by the CBCA that allows a court to supervise a fundamental change to one or more corporations that is not possible to complete under any other provision of the statute. Date modified: 2016-01-14 When a corporation or two business entities combine to form one business it is called a merger?A merger takes place when two or more businesses want to join forces and become a single entity. Many businesses may take part in a merger, but at the end of the day, there is only one survivor. The surviving entity owns all the assets, liabilities, and obligations of the companies that are party to the merger.
When two firms join together to form one new company it is called a n quizlet?TF When two firms join together to form one company, it is called a merger. Starting a new business as a sole proprietorship: Requires retaining the services of an attorney.
When two firms who do not participate in the same industries merge?A conglomerate merger is a merger of two firms that have completely unrelated business activities.
When two companies in the same industry agree to become one firm the result called?A merger is an agreement that unites two existing companies into one new company. There are several types of mergers and also several reasons why companies complete mergers. Mergers and acquisitions (M&A) are commonly done to expand a company's reach, expand into new segments, or gain market share.
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