Alberta Corporate Amalgamation

WHAT IS an Alberta Corporate AMALGAMATION?

An amalgamation is when two or more Alberta corporations join together and continue as one new corporation. Richmond Road Registry also offers Extra-Provincial Amalgamations here.

Need more information on Corporate Amalgamation? Click here.

Once the Amalgamation has been registered with Corporate Registry, the property of each of the corporations taking part in an amalgamation (amalgamation predecessors) becomes the property of the newly-formed successor, or amalgamated corporation. The successor corporation continues to be liable for the obligations of each of its predecessors. This is especially true when one of the amalgamation predecessors was an unlimited liability corporation (ULC). The corporations that take part in an amalgamation may be:

  • Two or more unrelated Alberta corporations.
  • An Alberta holding corporation and one or more of its wholly-owned Alberta subsidiaries (vertical short-form amalgamation).
  • Two or more wholly-owned Alberta subsidiaries of the same holding corporation (horizontal short-form amalgamation).
  • An Alberta corporation and an extra-provincial corporation where one is a wholly-owned subsidiary of the other (cross-border amalgamation).

Most amalgamations take place under Section 181 of the Business Corporations Act (BCA) but amalgamations may also be effected by way of a court-approved arrangement, under Section 193 of the BCA. However, an arrangement cannot be effected under Section 193 unless it is impractical to adopt it under any other section of the BCA.

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HOW DO YOU GET A corporate AMALGAMATION?

this service can be done online or in store

STEP 1:
Download and fill out the following for an Alberta Amalgamation (Extra-Provincial is here):

Please right-click the following links to download and fill out the required forms.
Download 4 Forms

Articles of Amalgamation*
Notice of Address*
Notice of Directors*
Agent of Service*

*This form requires Adobe Reader (download it here if needed).

STEP 2:
Then please scan a copy of your Identification (ie; Driver Licence or Passport) as we require this for our audit purposes, and send it along with your completed forms.

STEP 3:
You need to complete a Statutory Declaration which states one of the following two situations. Please copy and paste the appropriate verbiage for your situation into the form you can download here, then sign, date and send it to us along with the rest of the required documentation.

OPTION 1

There are reasonable grounds for believing that:

  • The amalgamated corporation will be able to pay its liabilities as they become due.
  • 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.
  • No creditor will be prejudiced by the amalgamation.

OPTION 2

There are reasonable grounds for believing that:

  • 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.

For online service: If you are doing the service online, please pay for the service and then scan the completed documents above and email us or fax the forms to 403-246-0647 along with your payment receipt number. Once we receive the above information, we will send you a ‘pre-confirmation’ to sign and return to us. When we have completed the Amalgamation we will send you the ‘proof of filing’ and mail out the original to you – it’s that easy!

 

Price: $511.25

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