Amalgamation Kit

Policy Statement 8.1
May 10, 2010

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Table of Contents

• Why use this kit?
• What information must be filed to receive a Certificate of Amalgamation?
• What proof of facts must you submit with the Articles of Amalgamation
• How to fill out Form 9, Articles of Amalgamation
• Item 1, Name of Amalgamated Corporation
• Item 2, Province or territory in Canada in which the registered office is to be situated
• Item 3, Classes and any maximum number of shares that the corporation is authorized to issue
• Item 4, Restrictions, if any, on share transfers
• Item 5, Number (or minimum and maximum number) of directors
• Item 6, Restrictions, if any, on business the corporation may carry on
• Item 7, Other Provision, if any
• Item 8, Type of amalgamation
• Item 9, Name of amalgamating corporations and signatures
• How to fill out Form 2: Initial Registered Office Address and First Board of Directors
• Related Information
• Additional information and how to reach Corporations Canada
• Annex A - Sample letter to Corporations Canada enclosing an Application for Amalgamation
• Annex B - Statutory Declaration
• Annex C - Cover page for fax transmission
• Annex D - Excerpt from the Canada Business Corporations Act

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This kit is intended only as a guide to users; it does not replace or take precedence over the CBCA.

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Why use this kit?

The purpose of this kit is to help you submit the forms and information required in order for two or more corporations now incorporated under the Canada Business Corporations Act (CBCA) to amalgamate and continue as one corporation. By ensuring that you provide all the required information with your initial application, you can help Corporations Canada process your amalgamation documents swiftly.

In this kit you will find:

• guidelines on what information must be filed to receive a Certificate of Amalgamation;
• general information on the role of Corporations Canada;
• information on how to file the Articles of Amalgamation and submit the required fee;
• Form 2: Initial Registered Office Address and First Board of Directors and Form 9: Articles of Amalgamation and suggestions on how to fill out key parts. Please note that all the forms can also be obtained at the following address: www.corporationscanada.ic.gc.ca;
• information on proof of facts you must submit with the Articles of Amalgamation;
• sample letter to Corporations Canada enclosing an Application for Amalgamation (Annex A);
• sample Statutory Declaration (Annex B);
• sample fax cover page (Annex C);
• excerpt from the Canada Business Corporations Act; the relevant sections of the CBCA and the Canada Business Corporations Regulations, 2001 are included in this kit for your convenience (Annex D).

You should note, however, that this kit does not tell you everything you may need to know about amalgamation. You may wish to consult with legal counsel or other professional advisors to consider other features that might be desirable in your corporate structure, or other relevant matters.

CBCA corporations may also seek amalgamation with companies incorporated under the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act. However, the application for amalgamation under one of these statutes must be made to the Office of the Superintendent of Financial Institutions. Upon receipt of a satisfactory notice that a CBCA corporation has been amalgamated with a business incorporated under one of these Acts, a certificate of discontinuance will be issued to the CBCA corporation pursuant to subsection 188(7) of the CBCA, and the CBCA will not apply to the amalgamated entity.

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What information must be filed to receive a Certificate of Amalgamation?

A request for a Certificate of Amalgamation must include the following:

• A completed Form 2: Initial Registered Office Address and First Board of Directors;
• A completed Form 9: Articles of Amalgamation
• A statutory declaration of an officer or director of each amalgamating CBCA corporation pursuant to subsection 185(2). The declaration must be signed before a Commissioner of Oaths (see Annex B for a sample of the declaration)
• A NUANS report (if you wish to adopt a new name for the amalgamated corporation)
• A covering letter to Corporations Canada (see Annex A) for an application for amalgamation. Please make any alterations to this letter to suit your individual circumstances, including whether or not you are enclosing a NUANS report and the effective date of your Certificate of Amalgamation, if you wish it to be later than the filing date.
• A filing fee of $200.00 payable to the Receiver General for Canada

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What proof of facts must you submit with the articles of amalgamation?

The Articles of Amalgamation must be accompanied by a statutory declaration signed by a director or officer of each amalgamating corporation. The statutory declaration included in this kit as Annex B is a suggested model, based on the requirements set out in subsection 185(2) of the CBCA. Note that in addition to both statements (i) and (ii) shown in Annex B, you must also include a third statement that is a choice between subparagraphs185(2)(b)(i) and (b)(ii), as the case may be (see Annex D for an excerpt of the CBCA). The declarations should be dated within two weeks of the proposed amalgamation date, which will be the filing date or any later date you request.

Where articles of amalgamation are filed with, or very closely after, articles of continuance for one of the amalgamating corporations and where only one meeting of that corporation was called to pass both the resolution to continue and the resolution to amalgamate, the continuing body corporate is expected to comply with the requirements of the CBCA with respect to the calling of that meeting and passing the resolution to approve the amalgamation. Compliance with these requirements is a condition of our processing the amalgamation. Shareholder approval for the amalgamation should be based on the understanding that the amalgamation can take place only upon a certificate of continuance first being issued to the corporation.

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How to fill out Form 9: Articles of Amalgamation

Please see Form 9 for complete instructions on how to complete the Articles of Amalgamation.

Articles of Amalgamation may be used for either long-form or short-form amalgamation. The difference between the two is explained in item 8 below.

Item 1, Name of amalgamated corporation

Write in the name of the amalgamated corporation. A NUANS report is not required if the new corporation will have a name identical to that of one of the amalgamating corporations. Nor is a NUANS report needed if the only change is to the legal element.

If a new name is proposed, or if a French or English version is to be added to the name upon amalgamation, a NUANS report less than 90 days old is required.

A NUANS report may be obtained in two ways:

1. A NUANS report may be requested from a private company known as a search house. You can find a list of these firms at www.corporationscanada.ic.gc.ca by following the links "Online Filing", and "Corporations Canada Online Filing Centre", or in the Yellow Pages of your telephone directory under INCORPORATING COMPANIES, INCORPORATION NAME SEARCH, SEARCHERS OF RECORDS or TRADE MARK AGENTS - REGISTERED. There is a fee for this service.
2. A NUANS report may be ordered on-line at the Online Filing Centre, at www.corporationscanada.ic.gc.ca from the NUANS Real-Time System. The fee is $20 payable by credit card (American Express®, MasterCard® or Visa®). The system provides direct access to the NUANS search service but does not provide the professional assistance and recommendations often available from a registered NUANS search house.

Applicants should note that a NUANS report that is generated may be rejected if the proposed name does not meet the requirements of the CBCA name regulations.

When you order a NUANS report, that report has a life of 90 days from the date it is requested. A search house can advise you whether your proposed name is likely to be accepted by the Director. The final decision, however, always rests with the Director.

Pre-approved name

If a proposed new name has been pre-approved, ensure that the letter of approval is enclosed with your articles. If not, or if the name has not been reviewed prior to your filing Articles of Amalgamation, the name will go through the approval process when the articles are filed.

Numbered Name

If you are incorporating under a number name to be assigned by the Director, leave a blank space on the left hand side, write in the word "Canada", and add the legal element of your choice, such as Inc., Ltd., Corp., etc.

Example:
e.g.: CANADA Inc.

Bilingual Name

If you are incorporating under a bilingual name, the English and French forms must be entered here.

Example:
e.g.: CARS ABC Inc., AUTOS ABC Inc.

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Item 2, Province or territory in Canada in which the registered office is to be situated

The registered office of one of the amalgamating corporations is to be situated in a Canadian province or territory. If the corporation decides to move its registered office within the same province or territory, it will not be necessary to file Articles of Amendment (Form 4) nor to pay the $200.00 filing fee for articles of amendment.

The provisions of the CBCA provide that articles of amalgamation must be identical to the articles of the parent corporation in the event of a vertical short-form amalgamation or to those of the subsidiary whose shares are not cancelled in the event of a horizontal short-form amalgamation. However, prior to November 24, 2001, articles may have specified a place that was not a province, such as "the Greater Metropolitan Toronto". As of November 24, 2001, only the province or territory must be specified. Consequently, Item 2 of the articles of amalgamation (Form 9) must indicate the province or the territory of the place indicated in the articles of the parent corporation or the subsidiary, as appropriate, at the time of the amalgamation. For example, in the event of a vertical short-form amalgamation, where the articles of incorporation of the parent corporation indicated "Winnipeg", the applicant must indicate "Manitoba" in Item 2 of the articles of amalgamation.

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Item 3, Classes and any maximum number of shares that the corporation is authorized to issue

The CBCA sets out certain requirements regarding shares as described in Part V of the Act. Although the amalgamated corporation must maintain the existing share structure of one of the amalgamating corporations in a short-form amalgamation, changes can be made in a long-form amalgamation only if covered in the Amalgamation Agreement authorizing the amalgamation. This agreement is not required to be filed. When citing existing share provisions or restructuring new ones, remember to delete all references to "nominal" or "par" value. However, such reference may be used where the Director has given special permission on the basis of a written request for exemption (see subsection 187(11) of the CBCA). Also note:

• The CBCA gives incorporators broad discretion to designate a class of shares as common, preferred or Class A or B shares, or any other designation. Some incorporators designate classes of shares simply as Class A, Class B and "other".
• You do not need to place a limit on the number of shares that the corporation is authorized to issue.
• You do not need to specify the consideration for the issuance of shares.
• Restrictions may be placed on any class of shares.

Where there is more than one class of shares, the rights, privileges, restrictions and conditions attaching to each class must be set out. At least one class must have the right to vote, one class must have the right to receive a dividend, and one class must have the right to receive the remaining property of the corporation on dissolution. Where there is only one class, those rights attach to that one class.

The articles may authorize the issue of certain classes of shares in a series. If so, the same articles may fix the number of shares in, and determine the rights attaching to, a particular series, or, before the shares of a series can be issued at a later time, directors must submit Articles of Amendment with Corporations Canada specifying the number, rights, privileges and restrictions attaching to the series being issued.

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Item 4, Restrictions, if any, on share transfers

Restrictions, if any, on the transfer of shares are normally limited to requiring the consent of the directors and/or shareholders. Exceptions may occur in special cases when the incorporators establish a constrained share corporation, as described in Part 9 of the Canada Business Corporations Regulations.

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Item 5, Number (or minimum and maximum number) of directors

You may specify a range or a fixed number of directors. However, to permit cumulative voting, the number of directors must be fixed. Moreover, if the corporation is a "distributing" corporation, there must be at least three directors.

Example:

"A minimum of 1 and a maximum of 7."

or

"Five directors."

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Item 6, Restrictions, if any, on business the corporation may carry on

A CBCA corporation has all the rights of a natural person, and normally one would not wish to limit this power.

Example:

If there are to be no restrictions, simply state " NONE ".

If, however, there are reasons why you wish to restrict the business of the corporation, the following preamble is suggested:

"The business of the corporation shall be limited to the following: ..."

It should be noted that section 3 of the CBCA itself prohibits CBCA corporations from carrying on the business of a bank or an insurance or trust and loan company, or carry on business as a degree-granting institution.

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Item 7, Other Provisions, if any

The CBCA allows you to include a number of additional provisions in the Articles of Amalgamation. As well, clauses to satisfy requirements of other legislation or institutions may be included.

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Item 8, Type of amalgamation

You must indicate whether the amalgamation complies with section 183 ("long-form"), subsection 184(1) ("vertical short-form") or subsection 184(2) ("horizontal short form") of the CBCA. In a "long-form" amalgamation, each amalgamating corporation signs an amalgamation agreement (as described in subsection 182(1)) and submits it for approval at a meeting of shareholders (as described in section 183). The Articles of Amalgamation may contain whatever has been agreed to in the amalgamation agreement. Copies of the amalgamation agreement or shareholder approval should not be filed, but you should ensure that the required meetings take place prior to filing articles.

A "short-form" amalgamation is approved by a resolution of the directors and does not require shareholder approval. The resolution of the directors should not be filed.

In a vertical short-form amalgamation between a holding corporation and one or more wholly-owned subsidiaries, the Articles of Amalgamation must be the same as the Articles of the amalgamating holding corporation. However, an exception is made for the name of the amalgamated corporation (Form 9, Item 1) which may be any approved corporate name.

In a horizontal short-form amalgamation between two or more wholly-owned subsidiaries of the same holding corporation, the Articles of Amalgamation must be the same as the Articles of the amalgamating subsidiary corporation whose shares are not cancelled. However, an exception is made for the name of the amalgamated corporation (Form 9, Item 1) which may be any approved corporate name.

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Item 9, Name of amalgamating corporations and signatures

Write in the name of the amalgamating corporations and their respective corporation numbers. The director or authorized officer of each amalgamating corporation must date and sign their name accordingly.

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How to fill out Form 2: Initial Registered Office Address and First Board of Directors

Please refer to the form to get complete instructions.

Indicate at item 1 the name of the corporation as indicated in the Articles of Amalgamation (Form 9).

Indicate at item 2 the address of the registered office. It must be a complete street address within the province or territory specified in the Articles of Amalgamation (Form 9). Please indicate at item 3 the mailing address if it is different from the address of the registered office.

Indicate at item 4 the name and family name of all directors. The number of directors must correspond to the number indicated in Item 5 of the Articles of Amalgamation (Form 9). You must indicate the residential address (a post office or a business address will not be accepted) of each director and indicate if he/she is Canadian resident.

Note that at least 25 per cent of the directors must be Canadian residents. However, some restrictions apply:

• If the corporation has fewer than four directors, at least one of them must be a resident Canadian.
• If the corporation is required by a federal Act or regulations to meet specific requirements respecting Canadian participation or control (e.g., corporations carrying on air transportation or telecommunications businesses), a majority (50% + 1) of its directors must be resident Canadians.
• If the corporation is carrying on one of the following businesses, a majority (50% + 1) of its directors must be resident Canadians:
  • uranium mining
  • book publishing or distribution
  • bookselling, where the sale of books is the primary part of the corporation's business
  • film or video distribution

However, if a parent corporation belonging to one of those categories (i.e., carrying on a business referred to above, or that must meet requirements respecting Canadian participation or control under a federal Act or regulations) and its subsidiaries earn less than five per cent of their gross revenue in Canada, only one third of the corporation's directors need be resident Canadians.

Form 2 must be signed by an individual who has relevant knowledge of the corporation and who is authorized to sign by the directors.

Related Information

• How do I file my application?
• What happens after I submit my application?

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Additional information and how to reach Corporations Canada

For additional information on Corporations Canada's products and services, please visit the Corporations Canada website or call 1-866-333-5556.

You can also contact Corporations Canada at:

Client Services Section
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
Ottawa, Ontario K1A 0C8
Fax: 613-941-0601
Corporations Canada's website

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Annex A

Sample letter to Corporations Canada enclosing an Application for Amalgamation

Date:

Reference:

To: Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario K1A 0C8

Enclosed herewith are:

Enclosed herewith are:

1. Form 2: Initial Registered Office Address and First Board of Directors
2. Form 9: Articles of Amalgamation
3. Statutory Declaration of an officer or director of each amalgamating corporation
4. NUANS search report not more than 90 days old, if applicable
5. Cheque for $200.00 payable to the Receiver General for Canada.

Please be advised that the Certificate of Amalgamation must bear the effective date of (a date later than the date of receipt, if a different date is desired) rather than bearing the date of receipt.

Please return the Certificate of Amalgamation to the undersigned according to the following instructions:

• Pick-up
• Regular Mail

Signed:

Name:

Address:



Telephone number:

Fax number:

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Annex B

In the Matter of the Canada Business Corporations Act

And

In the Matter of Articles of Amalgamation Filed Pursuant to Section 185 in the Name

Statutory Declaration

I, , of the City of in the Province of , DO SOLEMNLY DECLARE that:

1. I am a director or officer of , an amalgamating corporation and I have personal knowledge of the matters herein deposed to.
2. I am satisfied that there are reasonable grounds for believing that:
   1. each amalgamating corporation can and the amalgamated corporation will be able to pay its liabilities as they become due; and
   2. the realizable value of the amalgamated corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes, and
   3. there are reasonable grounds for believing that no creditor will be prejudiced by the amalgamation.

AND I make this solemn declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.

DECLARED before me

City of
in the Province of
this day of
20

Signature


Commissioner (printed name)

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Annex C

Cover page for fax transmission

Date submitted:

Name of Contact:

Address:







Telephone Number:

Fax Number:

E-Mail Address:


Corporation name(s) and number(s):

Services Requested

Amalgamation ($200)
Amendment ($200)
Form 2
Annual Return
($40 or $20 if transaction is completed through Corporations Canada's Online Filing Centre)
Other

Total: $

Method of Payment

Industry Canada Deposit Account Number

Credit Card Charges (American Express®, MasterCard® or VISA®)

You have my authorization to charge my credit card for this service:
Name of cardholder (print):

Account number:

Exp. Date (yy/mm/dd)

Method of Return

Unless otherwise specified, your requested documents will be sent to you by the same means as they were received. Other instructions:

Limitation of Liability

Clients should note that Corporations Canada is not liable for damages, costs or expenses due to any cause related to the Corporations Canada systems for receiving or processing electronic filings. Corporations Canada is not responsible for the acts or omissions of electronic filers or third parties such as the suppliers of telecommunications services.

Signature

Printed Name

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Annex D

Excerpt from the Canada Business Corporations Act

181. Amalgamation. Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation.

182.(1) Amalgamation agreement. Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out

1. the provisions that are required to be included in articles of incorporation under section 6;
2. the name and address of each proposed director of the amalgamated corporation;
3. the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation;
4. if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of such shares are to receive in addition to or instead of securities of the amalgamated corporation;
5. the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation;
6. whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and
7. details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.

(2) Cancellation.If shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of such shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares of the amalgamated corporation.

183.(1) Shareholder approval. The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of such shares.

(2) Notice of meeting. A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall

1. include or be accompanied by a copy or summary of the amalgamation agreement; and
2. state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amalgamation.

(3) Right to vote. Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

(4) Class vote. The holders of shares of a class or series of shares of each amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote as a class or series under section 176.

(5) Shareholder approval. Subject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolutions.

(6) Termination. An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating corporations.

184.(1) Vertical short-form amalgamation. A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 182 and 183 if

1. the amalgamation is approved by a resolution of the directors of each amalgamating corporation;

   (a.1) all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and

2. the resolutions provide that
   1. the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof,
   2. except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and
   3. no securities shall be issued by the amalgamated corporation in connection with the amalgamation and the stated capital of the amalgamated corporation shall be the same as the stated capital of the amalgamating holding corporation.

(2) Horizontal short-form amalgamation. Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 182 and 183 if

1. the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and
2. the resolutions provide that
   1. the shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof,
   2. except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled, and
   3. tthe stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled.

185.(1) Sending of articles. Subject to subsection 183(6), after an amalgamation has been adopted under section 183 or approved under section 184, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.

(2) Attached declarations. The articles of amalgamation shall have attached thereto a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that

1. there are reasonable grounds for believing that
   1. each amalgamating corporation is and the amalgamated corporation will be able to pay its liabilities as they become due, and
   2. the realizable value of the amalgamated corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes; and
2. there are reasonable grounds for believing that
   1. no creditor will be prejudiced by the amalgamation, or
   2. adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.

(3) Adequate notice. Adequate notice. For the purposes of subsection (2), adequate notice is given if

1. a notice in writing is sent to each known creditor having a claim against the corporation that exceeds one thousand dollars;
2. a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice thereof is given in each province where the corporation carries on business; and
3. each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within thirty days from the date of the notice.

(4) Certificate of amalgamation. On receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 262.

186. Effect of certificate. On the date shown in a certificate of amalgamation

1. the amalgamation of the amalgamating corporations and their continuance as one corporation become effective;
2. the property of each amalgamating corporation continues to be the property of the amalgamated corporation;
3. the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation;
4. an existing cause of action, claim or liability to prosecution is unaffected;
5. a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against the amalgamated corporation;
6. a conviction against, or ruling, order of judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation;
7. the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporations

186.1 (1) Amalgamation under other federal Acts. Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate pursuant to the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the shareholders in accordance with section 183.

(2) Short-form amalgamations.A corporation may not amalgamate with one or more bodies corporate pursuant to the provisions of one of the Acts referred to in subsection (1) respecting short-form amalgamations unless the corporation is first authorized to do so by the directors in accordance with section 184.

(3) Discontinuance. On receipt of a notice satisfactory to the Director that a corporation has amalgamated pursuant to one of the Acts referred to in subsection (1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.

(4) Notice deemed to be articles. For the purposes of section 262, a notice referred to in subsection (3) is deemed to be articles that are in the form the Director fixes.

(5) Act ceases to apply. This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.

(6) Non-application. For greater certainty, section 185 does not apply to a corporation that amalgamates pursuant to one of the Acts referred to in subsection (1).

Excerpt from the Canada Business Corporations Regulations

23. Despite section 19, if the corporate name of an amalgamated corporation is the same as the name of one of the amalgamating corporations, it is not prohibited for that reason alone.

72. (1). Despite subparagraph 184?(1)?(b)?(ii) of the Act, the resolutions approving the amalgamation of a holding corporation with one or more of its subsidiary corporations may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding corporation.

(2) Despite subparagraph 184?(2)?(b)?(ii) of the Act, the resolutions approving the amalgamation of two or more wholly owned subsidiary corporations of the same holding body corporate may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating subsidiary corporation whose shares are not cancelled.

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