Marginal note:Vertical short-form amalgamation
249 (1) A company may, without complying with sections 246 to 248, amalgamate with one or more bodies corporate that
(a) are incorporated by or under an Act of Parliament,
(b) are wholly-owned subsidiaries of the company, and
(c) do not have any participating policyholders
if
(d) the amalgamation is approved by a resolution of the directors of the company and of each amalgamating subsidiary, and
(e) the resolutions provide that
(i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof,
(ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company that is the holding body corporate, and
(iii) no securities will be issued by the amalgamated company in connection with the amalgamation.
Marginal note:Horizontal short-form amalgamation
(2) Two or more bodies corporate that
(a) are incorporated by or under an Act of Parliament,
(b) are wholly-owned subsidiaries of the same holding body corporate, and
(c) do not have any participating policyholders
may amalgamate and continue as one company without complying with sections 246 to 248 if
(d) at least one of the applicants is a company,
(e) the amalgamation is approved by a resolution of the directors of each of the applicants, and
(f) the resolutions provide that
(i) the shares of all applicants, except those of one of the applicants that is a company, will be cancelled without any repayment of capital in respect thereof,
(ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company whose shares are not cancelled, and
(iii) the stated capital of the amalgamating companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating company whose shares are not cancelled.
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