Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Marginal note:Vertical short-form amalgamation

• 184 (1) 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

  • (a) 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

  • (b) the resolutions provide that

    • (i) the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof,

    • (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and

    • (iii) 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.

• Marginal note:Horizontal short-form amalgamation

  (2) 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

  • (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and

  • (b) the resolutions provide that

    • (i) the shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof,

    • (ii) 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

    • (iii) the 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.