WHAT IS an Extra-Provincial Corporate AMALGAMATION?
An extra-provincial amalgamation is a review of the information and documents needed to register an extra-provincial amalgamation in Alberta. The corporations must be from the same Canadian jurisdiction and at least one of the corporations must be currently extra-provincially registered in Alberta. Richmond Road Registry also offers Alberta Amalgamations here.
NOTE: This process is no longer used to register extra-provincial for-profit amalgamations from Saskatchewan or British Columbia. Refer to Transactions for NWPTA Extra-Provincial Corporations for further information.
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.
HOW DO YOU GET An Extra-Provincial AMALGAMATION?
Download and fill out the following forms:
Download 4 Forms
*This form requires Adobe Reader (download it here if needed).
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.
Home Jurisdiction Documents (Charter Documents)
The documents must be ‘certified true’ copies of the originals issued by the home jurisdiction.
The documents must make it clear that an amalgamation has taken place in a Canadian province or territory outside Alberta or under federal corporation legislation.
The certification may be from a government official, corporation official, or notary public under seal.
- Embossed notarial seals for documents from non-Canadian jurisdictions must have the notary’s name printed beside the seal so that the notary’s name will be visible on Corporate Registry imaged copies of the document.
The certification must be dated and contain original signatures.
- Exception: Documents that are certified by the Ontario government are not usually dated but may be accepted as verification of today’s amendment.
- Exception: Certified documents issued by the Government of New Brunswick will be accepted in .pdf or other electronic format as the Corporate Registry office in that province no longer sends these documents by mail or fax.
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!