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Amalgamation of Business Corporations

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

Québec business corporations that wish to amalgamate must file articles of amalgamation.

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

Note
Non-profit legal persons that wish to amalgamate must file form RE-804, Requête de lettres patentes de fusion (see English courtesy translation RE-804-T).

Articles of amalgamation of business corporations

The Business Corporations Act (BCA) provides for two types of amalgamation: long-form and short-form amalgamation.

To amalgamate enterprises into a Québec business corporation and update the information in the enterprise register, the Registraire des entreprises offers three online services. These services are available under Gestion de l'entreprise in My Office. They are:

  • Produire des statuts de fusion ordinaire avec l'avis établissant l'adresse du siège et la liste des administrateurs
  • Produire des statuts de fusion ordinaire avec la déclaration initiale
  • Produire des statuts de fusion simplifiée

Long-form amalgamation

Long-form amalgamation enables a group of business corporations governed by the BCA to amalgamate to form a single business corporation governed by that Act. A new Québec enterprise number (NEQ) is assigned to the new business corporation formed through this type of amalgamation.

The articles of long-form amalgamation must be accompanied by either the Avis établissant l’adresse du siège et la liste des administrateurs or the initial declaration provided for by the Act respecting the legal publicity of enterprises. The "avis" or the declaration must be sent to the Registraire des entreprises on the same day as the articles.

Short-form amalgamation

Short-form amalgamation enables the amalgamation of business corporations that, given the control exercised by one of them over the others, unite to form a new business corporation governed by the BCA. The parent company or the corporation whose shares will not all be cancelled will retain its Québec enterprise number (NEQ).

Name of the business corporation

You may keep the name of one of the amalgamating business corporations. In the case of a long-form amalgamation, you may choose to propose a new name or request a designating number in lieu of a name.

If you propose a new name, you must make sure that the name you have chosen is compliant with laws and regulations. For more information, see Definition and Rules Applicable to the Name of an Enterprise.

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

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 a certificate of amalgamation, further to an application for articles of amalgamation for a business corporation, are given in chart RE-101, Tarifs et modalités de paiement (see English courtesy translation RE-101-T).

Processing your application

After receiving an application for articles of amalgamation, the Registraire des entreprises records the date of receipt, reviews the articles of amalgamation and analyses, where applicable, whether the name is compliant. If the application is compliant and complete, and the fees have been paid, the Registraire des entreprises issues a certificate of amalgamation and assigns a date to it. The certificate attests that the business corporations have amalgamated. The date assigned to the certificate will correspond to the date on which the Registraire received the articles of amalgamation or the date indicated in the section “Date et heure à attribuer au certificat”.

  • For a long-form amalgamation, the Registraire cancels the registration of the amalgamating corporations, registers the business corporation resulting from the amalgamation and assigns it a NEQ. Then, the articles of amalgamation, the accompanying documents and the certificate of amalgamation are deposited in the enterprise register under this NEQ.
  • For a short-form amalgamation, the Registraire des entreprises cancels the registration of the amalgamating business corporation(s) whose shares will be cancelled and deposits in the enterprise register the articles of amalgamation and the certificate of amalgamation under the NEQ of the business corporation resulting from the amalgamation.

The Registraire des entreprises also sends a copy of the articles and the certificate to the business corporation resulting from the amalgamation or its representative. The parties concerned are responsible for verifying the legality and accuracy of the articles and other documents sent to the Registraire des entreprises. They must also verify the amalgamating corporations’ information shown in the enterprise register on the website of the Registraire des entreprises.

Legal obligations of the business corporation

If you have chosen to file articles of long-form amalgamation with the Avis établissant l’adresse du siège et la liste des administrateurs, 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 in the enterprise register. The enterprise is liable to penal and administrative sanctions if it does not file the initial declaration.

If you have chosen to file articles of short-form amalgamation and the amalgamation changed the information declared in the enterprise register for the amalgamating corporation whose NEQ was kept, you must update this information by filing a current updating declaration within 30 days after the date assigned to the certificate of amalgamation. 

Client services

Client services of the Registraire des enterprises 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 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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