MHHS · Business Corporations Act
Part 14 — Fundamental Changes
185 Delivery of articles of amalgamation and statutory declaration to Registrar
agreement has been adopted under section 183 or an amalgamation
has been approved under section 184, articles of amalgamation in
the form required by the Registrar shall be sent to the Registrar
together with the documents required by sections 20 and 106 and,
if the name of the amalgamated corporation is not the same as that
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of one of the amalgamating corporations, documents relating to
corporate names prescribed by the regulations.
(2) The articles of amalgamation shall have attached to them the
amalgamation agreement, if any, and a statutory declaration of a
proposed director of the amalgamated corporation that establishes
to the satisfaction of the Registrar that
(a) there are reasonable grounds for believing that
(i) the amalgamated corporation will be able to pay its
liabilities as they become due, and
(ii) the realizable value of th e 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 g iven to all known creditors of
the amalgamating corporations and no creditor objects to
the amalgamation otherwise than on grounds that are
frivolous or vexatious.
(3) For the purposes of subsection (2), adequate notice is given if
(a) a notice of the proposed ama lgamation in writing is sent to
each known creditor having a claim against the corporation
that exceeds $1000,
(b) a notice of the proposed amalgamation is published once in
a newspaper published or distributed in the place where the
corporation has its registered office and reasonable notice of
the proposed amalgamation is given in each province and
territory in Canada where the corporation carries on
business, and
(c) 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 30 days from the date of the notice.
(4) On receipt of articles of amalgamation and the other documents
required by subsections (1) and (2), and on receipt of the prescribed
fees, the Registrar shall issue a certificate of amalgamation in
accordance with section 267.
RSA 2000 cB-9 s185;2021 c18 s73
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