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Essential Requirements for Amalgamating Corporations in Ontario
For each amalgamating corporation, provide the corporation name, OCN, and the date when the amalgamation agreement was adopted or the directors’ resolutions were approved, as applicable. There should be at least two amalgamating corporations, one of which must be the applicant.
*NOW IN EFFECT: As of February 1, 2025, the Company Key is required to make changes to any business entity registered with the Ontario Business Registry (OBR).
Method of Amalgamation
Option 1: Long-Form Amalgamation The amalgamation of 2 or more Ontario business corporations. Each amalgamating corporation must enter into an agreement setting out the terms and means of amalgamating. The signed agreement must comply with section 175 of the BCA and be adopted by shareholders by special resolution under section 176 before filing the amalgamation with the ministry.For long-form amalgamation, the following documents must be included with the application:
• Schedule A*: a signed statement of a director or officer of each of the amalgamating corporations, as required under subsection 178(2) of the BCA.
• Schedule B*: a copy of the signed amalgamation agreement adopted by a special resolution under section 176(4) of the Act.
Option 2: Short-Form Amalgamation The amalgamation of a holding corporation and 1 or more of its subsidiary corporations, where all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations. It is also the amalgamation of 2 or more wholly-owned subsidiary corporations of the same holding corporation.For short-form amalgamation, the following documents must be included with your application:
• Schedule A*: a signed statement of a director or officer of each of the amalgamating corporations, as required under subsection 178(2) of the BCA.
• Schedule B*: a copy of the directors’ resolutions for each amalgamating corporation.
*Schedules must be signed and provided as separate PDF attachments.
Corporation Name
You have the option of using a name of one of the amalgamating corporations or choosing a new name for name of the newly amalgamated corporation.
Use the Name of the Amalgamating Corporations – The name can be identical to one of the amalgamating corporations as long as it is not a numbered name. A NUANS name search is NOT required.
Use a New Name – if a new name is chosen an Ontario NUANS report is required which must comply with the BCA and its regulations.
Number Name – a number name is an automatically generated name using the new Ontario Corporation Number and a selected legal element. Example: 1000456587 Ontario Inc.
Requested Date for Amalgamation
The requested date for amalgamation is the requested effective date for the corporations to be amalgamated under the laws of the BCA and its regulations. The earliest effective date will be the date the application acceptable for filing is received by the ministry. You may choose a future date up to 30 calendar days later than the current date, as long as the Nuans Report date is valid. The date cannot be back-dated.
