Part 6 — Management and Administration Division 1 Membership
172 Amalgamation
subsidiary companies, may amalgamate and continue as one
company.
(2) The companies proposing to amalgamate may enter into an
amalgamation agreement, which shall prescribe the terms and
conditions of the amalgamation and the mode of carrying the
amalgamation into effect.
(3) The amalgamation agreement shall further set out
(a) the memorandum of association of the amalgamated
company as schedule A of the agreement,
(b) the articles of association of the amalgamated company as
schedule B of the agreement,
(c) the names and street address es or postal addresses of the
first directors of the amalgamated company,
(d) the date when subsequent directors are to be elected, and
(e) the manner of converting the authorized and issued capital
of each of the companies into that of the amalgamated
company.
(f), (g) repealed 2020 c25 s2(79).
(4) The amalgamation agreement shall be submitted to the
shareholders of each of the amalgamating companies at general
meetings thereof called for the purpose of considering the
agreement, and if 75% of the votes cast at each meeting are in
favour of the amalgamation agreement
(a) the secretary of each of the amalgamating companies shall
certify that fact under the corporate seal thereof, and
RSA 2000
(b) the amalgamation agreemen t shall be deemed to have been
adopted by each of the amalgamating companies.
(5) to (8) Repealed 2020 c25 s2(79).
(9) The amalgamation agreement shall be filed with the Registrar
together with notice of the location of the registered office of the
amalgamated company.
(10) On the receipt of the amalgamation agreement and notice of
the location of the registered office, the Registrar shall
(a) issue a certificat e of amalgamation, and
(b) publish in The Alberta Gazet te or the Registrar's periodical
at the expense of the applicants for amalgamation a notice of
the amalgamation setting out
(i) the names of the compan ies that are amalgamated,
(ii) the name of the amalgamated company, and
(iii) repealed 2020 c25 s2(79),
(iv) any other information the Registrar considers necessary.
(11) On and from the date of the certificate of amalgamation, the
amalgamating companies are amalgamated and are continued as
one company hereinafter called the "amalgamated company",
having the memorandum and articles of association set out in
schedules A and B of the amalgamation agreement.
(12) The amalgamated company thereafter possesses all the
property, rights, privileges and franchises and is subject to all the
liabilities, contracts and debts of each of the amalgamating
companies, and all the provisions of the amalgamation agreement
respecting the name of the amalgamated company, its capital and
objects shall be deemed to constitute the memorandum of
association of the amalgamated company.
(13) If the amalgamation agreement does not provide for the
adoption of the articles of one of the amalgamating companies, or
for the adoption of new articles, as articles of association for the
amalgamated company, the shareholders of the amalgamated
company, at a general meeting thereof called for the purpose, may,
if approved by 75% of the votes cast thereat, adopt and agree on
articles of association for the amalgamated company.
(14) When new articles of association are adopted for the
amalgamated company, the articles may be filed with the Registrar
RSA 2000
at the same time as the amalgamation agreement or subsequently if
the articles are certified
(a) by each secretary of each am algamating company, when the
articles were adopted and agreed on as a provision of the
amalgamation agreement, or
(b) by the secretary of the a malgamated company, when the
articles were adopted and agreed on by the shareholders of
the amalgamated company.
(15), (16) Repealed 2020 c25 s2(79).
(17) For the purpose of this section, a company shall be deemed to
be another's holding company if, but only if, that other is its
subsidiary.
(18) For the purpose of this section, a company shall be deemed to
be a subsidiary of another company if, but only if,
(a) it is controlled by
(i) that other,
(ii) that other and one or more companies each of which is
controlled by that other, or
(iii) 2 or more companies each o f which is controlled by that
other,
o r
(b) it is a subsidiary of a company that is that other's subsi diary.
(19) An amalgamated company shall, for the purposes of the other
provisions of this Act, be deemed to be a company incorporated
under this Act within the meaning of section 1(d), so far as the
nature of an amalgamated company will permit.
RSA 2000 cC-21 s172;2018 c20 s3;2020 c25 s2(79)
173 to 176 Repealed 2020 c25 s2(80).