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Amalgamation of Non-Profit Legal Persons

An amalgamation is the process whereby two or more business corporations or legal persons merge into a single entity.

Québec non-profit legal persons constituted under Part III of the Companies Act that wish to amalgamate must complete form RE-804, Requête de lettres patentes de fusion (see English courtesy translation RE-804-T).

Most other non-profit legal persons must declare their amalgamation either at the time they register in the enterprise register or at the time they file their current or annual updating declaration.

Note
Québec business corporations that wish to amalgamate must file articles of amalgamation. An online service is available for this purpose in My Office under Gestion de l’entreprise.

Application for the amalgamation of non-profit legal persons

Non-profit legal persons constituted under Part III of the Companies Act that wish to amalgamate to form a single legal person must use form RE-804, Requête de lettres patentes de fusion (see English courtesy translation RE-804-T). This form contains three sections, namely, the application, the memorandum of agreement and the sworn declaration.

In order to amalgamate, the non-profit legal persons must call their respective members to a special general meeting during which they are to present the memorandum of agreement that establishes the terms and conditions of the amalgamation. Each legal person must disclose its assets and liabilities to the others. The memorandum of agreement must contain the following information:

  • the name of the legal person resulting from the amalgamation;
  • the place in Québec where the head office of the new legal person will be established;
  • the amount to which the immovable property which may be owned or held by the legal person, or the revenue therefrom, is limited;
  • the income from immovable property that the legal person may acquire and possess;
  • the last name, first name, address and profession or occupation of each of the persons on the board of directors of the new legal person;
  • the object(s) pursued by the new legal person;
  • other provisions.

The application and memorandum of agreement are to be signed by the president and the secretary of the two amalgamating legal persons. In addition, the memorandum of agreement must be certified by the secretary of each amalgamating legal person. The sworn declaration is to be signed by a director of one of the amalgamating legal persons and sworn before a Commissioner for Oaths.

Name of the legal person

You may keep the name of one of the amalgamating non-profit legal persons. If you propose a new name, you must enclose with your application a name search report on the names used and declared in the enterprise register.

You must also verify whether the name you have chosen is not already used by another enterprise in Québec. Before you file your application, you may use the Find an Enterprise online service (free of charge). Then print out your name search report.

You must verify whether the name that you have chosen is compliant with laws and regulations. For more information, see Definition and Rules Applicable to the Name of an Enterprise.

If you believe that the name you have chosen is compliant with laws and regulations and that the name is not used by another enterprise in Québec, you can use the Produire une demande de réservation de nom online service to file a name reservation application with the Registraire des entreprises. Fees are applicable to all name reservation applications. The name is reserved for 90 days. Name reservation is optional.

Fees and terms of payment

The fees applicable to letters patent of amalgamation, further to an application for the amalgamation of non-profit legal persons, are given in chart RE-101, Tarifs et modalités de paiement (see English courtesy translation RE-101-T).

Processing your application

If your application is compliant and complete, and the fees have been paid, the Registraire des entreprises will issue the letters patent of amalgamation and assign them a date.

The Registraire des entreprises will cancel the registration of the amalgamating legal persons, register the non-profit legal person resulting from the amalgamation and assign it a Québec enterprise number (NEQ). Then, the letters patent of amalgamation and the accompanying documents are deposited in the enterprise register under this NEQ.

Legal obligations of the legal person

When the new legal person is registered in the enterprise register, you must file the initial declaration provided for in the Act respecting the legal publicity of enterprises within 60 days after the date of registration. The enterprise is liable to penal and administrative sanctions if it does not file the initial declaration.

Client services

Client services of the Registraire des entreprises are provided by Services Québec at its offices in Montréal or Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.

Client services staff can help you understand, in particular, the amalgamation process and the application of the rules of law in general. However, they cannot interpret these rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.

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