Amalgamation
An amalgamation is the process whereby two or more business corporations or legal persons merge into a single entity. The Business Corporations Act provides for two types of amalgamation, i.e. ordinary and simplified.
Simplified amalgamation does not apply to non-profit legal persons.
To determine the fees that apply to an amalgamation, please consult the fee schedule.
- Attention
- You can undertake this process yourself. However, it would be advisable to rely on the expertise of a professional advisor given your liability and the legal implications of an amalgamation.
Business corporations
Business corporations that amalgamate must apply for or correct the articles of amalgamation.
The directors of each of the business corporations must adopt a by-law approving the amalgamation agreement, which must be ratified by two-thirds of the shareholders present at the special general meeting held for that purpose.
Ordinary amalgamation
An ordinary amalgamation is a merger of at least two business corporations into a single entity.
To carry out an ordinary amalgamation, the business corporations must sign an amalgamation agreement, which establishes the terms and conditions of the amalgamation (the agreement must contain certain provisions required by law).
The directors of each of the business corporations must adopt a by-law approving the amalgamation agreement, which must be ratified by two-thirds of the shareholders present at the special general meeting held for that purpose.
Simplified amalgamation
A simplified amalgamation can be either the merger of a parent company with at least one of its subsidiaries, all of whose shares it owns, or the merger of two or more subsidiaries of the parent company.
To carry out a simplified amalgamation,it is not necessary to sign an amalgamation agreement or to adopt an amalgmation by-law and have the shareholders of the corporations that are merging ratify it.
- Note
- The corporation resulting from a simplified amalgamation must, if it has not already done so, file the current updating declaration required by the Act respecting the legal publicity of enterprises.
If the corporation resulting from an ordinary amalgamation opts for a new name, you must
- verify that the name chosen is not used by another enterprise in Québec;
- check the appropriate box on the form to confirm that you have taken reasonable means to ensure that the name chosen is in compliance with the Act.
- Note
- You may also use the Produire une demande de réservation de nomonline service to file an online name reservation application. Fees apply to all name reservation applications.
The procedure to obtain a new name is identical to that for a name change. For further information, please consult the Amendment of articles of incorporation subsection.
The Registraire des entreprises will register the corporation resulting from an ordinary amalgamation in the enterprise register by filing there
- a copy of the articles of amalgamation and the documents appended thereto,
- an amalgamation certificate;
The Registraire des entreprises will send copy of the articles and the certificate to the corporation or its representative.
Non-profit legal persons
All legal persons constituted pursuant to the provisions in Part III of the Companies Act that plan to amalgamate to form a single legal person must apply for letters patent of amalgamation.
In order to amalgamate, the non-profit legal persons must have adopted by their respective boards of directors:
- an act of agreement that establishes the terms and conditions of the amalgamation;
- the means of putting it into effect;
- the name of the new legal person;
- the names, occupations and addresses of the acting directors;
- the method of electing subsequent directors;
- all other details necessary to carry out the amalgamation and provide for the subsequent administration and operation of the new legal person.
The act of agreement must be submitted to the members of each legal person and must be adopted by at least two-thirds of the members present at a special general meeting held for that purpose.
A joint application from the legal persons that wish to amalgamate must be submitted to the enterprise registrar for the issuing of letters patent confirming the act of agreement accompanied by a solemn affirmation, of the act of agreement certified by the secretary of each of the legal persons concerned.
The enterprise registrar will register the non-profit legal person resulting from an amalgamation in the enterprise register by filing there the letters patent of amalgamation. A copy of the letters will be sent to the legal person or its representative.