Articles and certificate of amalgamation
124(1)Subject to subsection 122(6), after an amalgamation has been adopted under section 122 or approved under section 123, articles of amalgamation shall be sent to the Director in the form provided by the Director together with the documents required by sections 17 and 64.
124(2)The articles of amalgamation shall have attached thereto a statement of a director or an officer of each amalgamating corporation 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 except on grounds that are frivolous or vexatious.
124(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 at the last address of the creditor known to the corporation;
(b)
a notice of the proposed amalgamation is published once in a newspaper published or distributed in the place where each amalgamating corporation has its registered office;
(c)
a notice is published in
The Royal Gazette; and
(d)
each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act unless a creditor of the corporation objects to the amalgamation within thirty days from the date of the notice.
124(4)Upon receipt of articles of amalgamation and the statement, the Director shall issue a certificate of amalgamation.
2004, c.6, s.1; 2014, c.50, s.8; 2023, c.2, s.155