Short-form amalgamation

A buyer meets this after a share purchase if it wants to merge the acquired company into its holding company. The CBCA requires that all issued shares of each amalgamating subsidiary be held by one or more of the other amalgamating corporations (s.184(1)(a.1)). See using amalgamation to acquire a business and amalgamation.

The two types

• Vertical: a holding corporation and one or more wholly-owned subsidiaries. The subsidiaries’ shares are cancelled without repayment of capital, and no securities are issued.
• Horizontal: two or more wholly-owned subsidiaries of the same holding body corporate. The shares of all but one are cancelled.

Ontario and filing

Ontario’s OBCA section 177 has the same two forms and also requires the resolutions to provide that the amalgamated corporation’s by-laws are those of the amalgamating holding corporation, or of the subsidiary whose shares are not cancelled. Under both Acts articles of amalgamation are still sent to the Director, with a statutory declaration (CBCA s.185) or statement (OBCA s.178) of a director or officer of each amalgamating corporation. This entry covers the CBCA and OBCA only.