MHHS · Business Corporations Act
Part 14 — Fundamental Changes
184 Vertical and horizontal short form amalgamation
wholly-owned 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, and
RSA 2000
(b) the resolutions provide that
(i) the shares of each amalgamating subsidiary corporation
shall be cancelled without any repayment of capital in
respect of those shares,
(ii) except as may be pres cribed, the articles of
amalgamation will be the same as the articles of
incorporation of the amalgamating holding corporation,
(iii) no securities shall be i ssued by the amalgamated
corporation in connection with the amalgamation, and
(iv) the stated capital of the amalgamated corporation shall
be the same as the stated capital of the amalgamating
holding corporation.
(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 of those shares,
(ii) except as may be pres cribed, the articles of
amalgamation will 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.
RSA 2000 cB-9 s184;2005 c8 s43