Part 12 — Fundamental Changes
273 Short-form amalgamation
amalgamate with one or more of its wholly owned subsidiary
cooperatives.
(2) The holding cooperative and subsidiaries referred to in
subsection (1) may continue as one cooperative without complying
with sections 270 to 272 if
(a) the amalgamation is approved by a resolution of the
directors of each amalgamating cooperative, and
(b) the resolutions provide that
(i) the shares of each subsidi ary are to be cancelled without
any repayment of capital in respect of them,
(ii) except as may be pres cribed, the articles of
amalgamation are to be the same as the articles of
incorporation of the amalgamated holding cooperative,
and
(iii) no membership shares or s ecurities may be issued by the
amalgamated cooperative in connection with the
amalgamation.
(3) Two or more wholly owned subsidiary cooperatives of a
holding entity may amalgamate and continue as one cooperative
without complying with sections 270 to 272 if
(a) the amalgamation is approved by a resolution of the
directors of each amalgamating cooperative, and
(b) the resolutions provide that
(i) the shares of all but one of the amalgamating
subsidiaries are to be cancelled without any repayment
of capital in respect of them,
(ii) except as may be pres cribed, the articles of
amalgamation are to be the same as the articles of
incorporation of the amalgamating subsidiary whose
shares are not cancelled, and
(iii) the stated capital of the amalgamating subsidiaries
whose shares are cancelled are to be added to the stated
capital of the amalgamating subsidiary whose shares are
not cancelled.
(4) Notwithstanding subsection (3)(b)(ii) and section 264, the
directors of the holding entity of the subsidiaries referred to in
subsection (3) may, by resolution, approve a new name for the
amalgamated cooperative, so long as, in the case of a cooperative
to which Part 18 applies, the name complies with Part 18.