Processing Time:

1 - 3 hours depending on client approval and system availability. For same day processing applications must be submitted by no later than 3:00 pm to allow for preparation, review and submission to the Ontario Business Registry. For post-dated articles, the official certificate and articles will be emailed on the post-date indicated on the application form.    

Articles of Amalgamation

  Amalgamate two or more active business corporations in Ontario.

Complete and upload Articles of Amalgamation application form 5262E

  Company Key is required.

SKU: Filings-Amalgamation-5262 Category:

Do you need the application form? Government Forms

 

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.

Important Tips when using the forms:

When encountering a problem opening PDF using a browser such as Chrome, please follow these steps to open and complete the form.

  1. When you locate the form needed, right-click to select “Save link as” to save the PDF form onto the desktop. Do not double-click the form and open it in a browser.
  2. Open the form that you saved on the desktop with Adobe Reader. Do not double-click to open the PDF form as Adobe Reader might not be the default program to open PDFs on your computer.
  3. Complete the form, save the data, and close it. Then open again to see if the input data is there.

If PDF forms do not open in the latest versions of Firefox and Chrome, click here for the solution.

The application forms are dynamic and will change depending on how you answer the questions.  Please complete all mandatory fields that are marked with an asterisk (*).  Once the application is successfully processed, the official documents and will be sent by email to the official email address provided on the form and to the contact person specified.  The company key, if applicable will only be sent to the official email address.

Signed application copies of any articles to be filed should be kept with your records.  They are not required for electronic submission.

Some fields within the forms have character limits which may not accept the full text required (for example, share provisions).  If the text content does not fit please provide a separate document attached and mark the field as ‘See Attached’.  Attachments are preferred in MS Word format, PDF attachments are only acceptable as the required schedules for articles of amalgamation.

If the form requires a Primary Activity (or NAICS) code or you are amending and existing entity that does not have a code on record, it must be provided.   It is a 2 to 6 digit number based on the main activity of the business.  For more information and to search for your code on NAICS code visit NAICS link.

For articles applications requiring a NUANS, only the details of the report are required. The report can be kept at the corporations registered office.

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