Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Marginal note:Certificate of amendment

178 On receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 262.

Marginal note:Effect of certificate

• 179 (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

• Marginal note:Rights preserved

  (2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party.

Marginal note:Restated articles

• 180 (1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation.

• Marginal note:Delivery of articles

  (2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director.

• Marginal note:Restated certificate

  (3) On receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 262.

• Marginal note:Effect of certificate

  (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments thereto.

Marginal note:Amalgamation

181 Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation.

Marginal note:Amalgamation agreement

• 182 (1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out

  • (a) the provisions that are required to be included in articles of incorporation under section 6;

  • (b) the name and address of each proposed director of the amalgamated corporation;

  • (c) the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation;

  • (d) if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of such shares are to receive in addition to or instead of securities of the amalgamated corporation;

  • (e) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation;

  • (f) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and

  • (g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.

• Marginal note:Cancellation

  (2) If shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of such shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares of the amalgamated corporation.

Marginal note:Shareholder approval

• 183 (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of such shares.

• Marginal note:Notice of meeting

  (2) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall

  • (a) include or be accompanied by a copy or summary of the amalgamation agreement; and

  • (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amalgamation.

• Marginal note:Right to vote

  (3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

• Marginal note:Class vote

  (4) The holders of shares of a class or series of shares of each amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote as a class or series under section 176.

• Marginal note:Shareholder approval

  (5) Subject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolutions.

• Marginal note:Termination

  (6) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating corporations.

Marginal note:Vertical short-form amalgamation

• 184 (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 182 and 183 if

  • (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation;

  • (a.1) all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and

  • (b) the resolutions provide that

    • (i) the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof,

    • (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and

    • (iii) no securities shall be issued by the amalgamated corporation in connection with the amalgamation and the stated capital of the amalgamated corporation shall be the same as the stated capital of the amalgamating holding corporation.

• Marginal note:Horizontal short-form amalgamation

  (2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 182 and 183 if

  • (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and

  • (b) the resolutions provide that

    • (i) the shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof,

    • (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled, and

    • (iii) the stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled.

Marginal note:Sending of articles

• 185 (1) Subject to subsection 183(6), after an amalgamation has been adopted under section 183 or approved under section 184, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.

• Marginal note:Attached declarations

  (2) The articles of amalgamation shall have attached thereto a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that

  • (a) there are reasonable grounds for believing that

    • (i) each amalgamating corporation is and the amalgamated corporation will be able to pay its liabilities as they become due, and

    • (ii) 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; and

  • (b) there are reasonable grounds for believing that

    • (i) no creditor will be prejudiced by the amalgamation, or

    • (ii) 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.

• Marginal note:Adequate notice

  (3) For the purposes of subsection (2), adequate notice is given if

  • (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds one thousand dollars;

  • (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice thereof is given in each province where the corporation carries on business; and

  • (c) each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within thirty days from the date of the notice.

• Marginal note:Certificate of amalgamation

  (4) On receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 262.

Marginal note:Effect of certificate

186 On the date shown in a certificate of amalgamation

• (a) the amalgamation of the amalgamating corporations and their continuance as one corporation become effective;

• (b) the property of each amalgamating corporation continues to be the property of the amalgamated corporation;

• (c) the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation;

• (d) an existing cause of action, claim or liability to prosecution is unaffected;

• (e) a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against the amalgamated corporation;

• (f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation; and

• (g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation.

Marginal note:Amalgamation under other federal Acts

• 186.1 (1) Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate pursuant to the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the shareholders in accordance with section 183.

• Marginal note:Short-form amalgamations

  (2) A corporation may not amalgamate with one or more bodies corporate pursuant to the provisions of one of the Acts referred to in subsection (1) respecting short-form amalgamations unless the corporation is first authorized to do so by the directors in accordance with section 184.

• Marginal note:Discontinuance

  (3) On receipt of a notice satisfactory to the Director that a corporation has amalgamated pursuant to one of the Acts referred to in subsection (1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.

• Marginal note:Notice deemed to be articles

  (4) For the purposes of section 262, a notice referred to in subsection (3) is deemed to be articles that are in the form that the Director fixes.

• Marginal note:Act ceases to apply

  (5) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.

• Marginal note:Non-application

  (6) For greater certainty, section 185 does not apply to a corporation that amalgamates pursuant to one of the Acts referred to in subsection (1).

Marginal note:Continuance (import)

• 187 (1) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Director for a certificate of continuance.

• Marginal note:Amendments in articles of continuance

  (2) A body corporate that applies for continuance under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment to its Act of incorporation, articles, letters patent or memorandum or articles of association if the amendment is an amendment a corporation incorporated under this Act may make to its articles.

• Marginal note:Articles of continuance

  (3) Articles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.

• Marginal note:Certificate of continuance

  (4) On receipt of articles of continuance, the Director shall issue a certificate of continuance in accordance with section 262.

• Marginal note:Effect of certificate

  (5) On the date shown in the certificate of continuance

  • (a) the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act;

  • (b) the articles of continuance are deemed to be the articles of incorporation of the continued corporation; and

  • (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation.

• Marginal note:Copy of certificate

  (6) The Director shall forthwith send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized.

• Marginal note:Rights preserved

  (7) When a body corporate is continued as a corporation under this Act,

  • (a) the property of the body corporate continues to be the property of the corporation;

  • (b) the corporation continues to be liable for the obligations of the body corporate;

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

  • (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the corporation; and

  • (e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation.

• Marginal note:Issued shares

  (8) Subject to subsections (9) and 49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share. Continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.

• Marginal note:Convertible shares

  (9) If a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation shall not, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form.

• Marginal note:Definition of share

  (10) For the purposes of subsections (8) and (9), share includes an instrument referred to in subsection 29(1), a share warrant as defined in the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or a like instrument.

• Marginal note:Where continued reference to par value shares permissible

  (11) Where the Director determines, on the application of a body corporate, that it is not practicable to change a reference to the nominal or par value of shares of a class or series that the body corporate was authorized to issue before it was continued under this Act, the Director may, notwithstanding subsection 24(1), permit the body corporate to continue to refer in its articles to those shares, whether issued or unissued, as shares having a nominal or par value.

• Marginal note:Limitation

  (12) A corporation shall set out in its articles the maximum number of shares of a class or series referred to in subsection (11) and may not amend its articles to increase that maximum number of shares or to change the nominal or par value of those shares.