Acts and Regulations

B-9.1 - Business Corporations Act

Section 123
Disposition versions

Full text
Short form — amalgamation
123(1)A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 121 and 122,
(a) if the amalgamation is approved by a resolution of the directors of each amalgamating corporation;
(a.1) if all the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations, and
(b) if 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 permitted by subsection (1.1) or as prescribed, the articles of amalgamation shall be the same as the articles of incorporation of the amalgamating holding corporation, and
(iii) no securities shall be issued and no assets shall be distributed by the amalgamated corporation in connection with the amalgamation.
123(1.1)The articles of amalgamation may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding corporation.
123(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 121 and 122,
(a) if the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and
(b) if 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 permitted by subsection (2.1) or as prescribed, the articles of amalgamation shall be the same as the articles of incorporation 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.
123(2.1)Articles of amalgamation may differ from the articles of the amalgamating subsidiary corporation whose shares are not cancelled by providing for
(a) a different name, and
(b) a different number, or minimum or maximum number, of directors.
2023, c.2, s.90; 2023, c.2, s.155
Short form — amalgamation
123(1)A holding corporation and one or more of its wholly owned subsidiary corporations may amalgamate and continue as one corporation without complying with sections 121 and 122,
(a) if the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and
(b) if 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 incorporation of the amalgamating holding corporation, and
(iii) no securities shall be issued and no assets shall be distributed by the amalgamated corporation in connection with the amalgamation.
123(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 121 and 122,
(a) if the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and
(b) if 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 incorporation 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.
Short form — amalgamation
123(1)A holding corporation and one or more of its wholly owned subsidiary corporations may amalgamate and continue as one corporation without complying with sections 121 and 122,
(a) if the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and
(b) if 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 incorporation of the amalgamating holding corporation, and
(iii) no securities shall be issued and no assets shall be distributed by the amalgamated corporation in connection with the amalgamation.
123(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 121 and 122,
(a) if the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and
(b) if 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 incorporation 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.