Amalgamate Corporations in Ontario or Federally
File Articles of Amalgamation to merge two or more corporations into one continuing entity. Supports long-form (separate corporations with an amalgamation agreement) and short-form (parent-subsidiary or sister-corporation) amalgamations.
$499 CAD + applicable tax + government filing fees (pass-through). Filed within 5 business days.
Amalgamation Setup
Jurisdiction, type, and the predecessor corporations being combined.
Amalgamate your corporations online
Korporex prepares and files Articles of Amalgamation to combine two or more Ontario (OBCA) or federal (CBCA) corporations into a single amalgamated corporation. You tell us which corporations are amalgamating, the type of amalgamation, and the name, registered office, directors and share structure of the amalgamated corporation. We draft the articles and file them with the Ontario Business Registry or Corporations Canada. Amalgamations are common in groups built around a holding company, where the parent and its subsidiaries are folded into one corporation.
Who this service is for
- A holding corporation combining with one or more of its wholly-owned subsidiaries (short-form vertical amalgamation).
- Two or more wholly-owned subsidiaries of the same parent combining with each other (short-form horizontal amalgamation).
- Separate corporations, with their own shareholders, that have agreed to combine (long-form amalgamation).
The three types of amalgamation
In a long-form amalgamation, the corporations enter into an amalgamation agreement that sets out, among other things, how the shares of each amalgamating corporation are converted, and the shareholders of each corporation adopt it by special resolution (two-thirds of the votes cast). A short-form vertical amalgamation combines a holding corporation with wholly-owned subsidiaries, and a short-form horizontal amalgamation combines wholly-owned subsidiaries of the same parent. Short-form amalgamations are approved by resolutions of the directors of each amalgamating corporation, without a shareholder vote, and the amalgamated corporation's articles follow those of the holding corporation (vertical) or of the subsidiary whose shares are not cancelled (horizontal), apart from the name.
What we file and what you provide
We prepare the Articles of Amalgamation (Form 9 for a federal amalgamation, filed with Form 2 for the amalgamated corporation's registered office and first directors) and submit them to the registry. You provide the name and corporation number of each amalgamating corporation, the amalgamated corporation's name or a numbered name, its registered office address, its directors and a plain-language description of its share structure, the date of the amalgamation agreement or directors' resolutions, the date of the shareholders' special resolutions for a long-form amalgamation, and the effective date you want.
Key requirements
- All amalgamating corporations must be governed by the same statute. A corporation from another jurisdiction is first continued into the jurisdiction of the amalgamation.
- A director or officer of each amalgamating corporation gives a statement (a statutory declaration federally) that there are reasonable grounds to believe each corporation is solvent and that no creditor will be prejudiced, or that adequate notice has been given to known creditors.
- Federally, a NUANS report dated within 90 days of filing is required unless the amalgamated corporation keeps the name of an amalgamating corporation, takes a numbered name or changes only the legal element. In Ontario, a proposed name that is not a number name requires an Ontario-biased NUANS report.
- Government filing fees: $200 to file online with Corporations Canada ($250 by email or mail), and $330 in Ontario.
If one of the corporations is governed by a different statute, our continuance service covers the move between jurisdictions. If the amalgamated corporation needs a new name, you can order a NUANS name search report from us before filing.
Amalgamating corporations: common questions
What is the difference between a long-form and a short-form amalgamation?+
A long-form amalgamation needs an amalgamation agreement adopted by special resolution of the shareholders of each amalgamating corporation. A short-form amalgamation is available only to a holding corporation and its wholly-owned subsidiaries, or to wholly-owned subsidiaries of the same parent, and is approved by resolutions of the directors of each corporation without a shareholder vote.
Can an Ontario corporation amalgamate with a federal corporation?+
Not directly. The OBCA and the CBCA each allow amalgamation only between corporations governed by that Act. One corporation is first continued into the other's jurisdiction, and the Articles of Amalgamation are then filed in that jurisdiction. Korporex files both the continuance and the amalgamation.
Is a NUANS report required to amalgamate?+
Only when the amalgamated corporation takes a new word name. Corporations Canada does not require one if the amalgamated corporation keeps the name of an amalgamating corporation, uses a numbered name or changes only the legal element, and a required report must be dated within 90 days of filing. In Ontario, a new name that is not a number name requires an Ontario-biased NUANS report.
What happens to the assets, contracts and debts of the amalgamating corporations?+
The amalgamating corporations continue as one corporation. The amalgamated corporation holds all of their property, rights and privileges and is subject to all of their liabilities, contracts and debts. Legal proceedings by or against an amalgamating corporation continue by or against the amalgamated corporation, and the amalgamating corporations no longer exist as separate entities.
When does the amalgamation take effect?+
On the date shown on the certificate of amalgamation issued by the registry. For a federal amalgamation, that is the date Corporations Canada receives the articles or a later date requested in the filing. When you order, Korporex asks for the effective date you want so it can be reflected in the filing.
Korporex is not a law firm and does not provide legal advice. This page is general information about the amalgamation filing; for advice on your specific situation, including its tax consequences, consult a lawyer or accountant.
Learn before you file
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