Business Corporations Act s. 186

Subject to section 15.6, on the date shown in a certificate of
amalgamation
(a) the amalgamation of the amalgamating corporations and
their continuance as one corporation become effective,
(b) the property of each amalgamating corporation continues to
be the property of the amalgamated corporation,
(c) the amalgamated corporation continues to be liable for the
obligations of each amalgamating corporation,
(d) an existing cause of action, claim or liability to prosecu tion
is unaffected,
(e) a civil, criminal or admin istrative action or proceeding
pending by or against an amalgamating corporation may be
continued to be prosecuted by or against the amalgamated
corporation,
(f) a conviction against, or ruling, order or judgment in favo ur
of or against, an amalgamating corporation may be enforced
by or against the amalgamated corporation, and
(g) the articles of amalgamatio n are deemed to be the articles of
incorporation of the amalgamated corporation and the
certificate of amalgamation is deemed to be the certificate of
incorporation of the amalgamated corporation.
RSA 2000 cB-9 s186;2005 c8 s44
Amalgamation of Alberta corporation and extra-provincial
corporation where one is wholly-owned subsidiary of the other
187(1) A corporation may amalgamate with an extra-provincial
corporation and continue as one corporation under this Act if
(a) the extra-provincial corporation is authorized to amalgama te
with the corporation by the laws of the jurisdiction in which
the extra-provincial corporation is incorporated, and
(b) one is the wholly-owned subsidiary of the other.
(2) Subsection (1) does not apply if the corporation is a
professional corporation.
(3) A corporation and an extra-provincial corporation proposing to
amalgamate shall enter into an amalgamation agreement setting out
the terms and means of effecting the amalgamation and, in
particular,
RSA 2000

(a) providing for the matters enumerated in section 182(1)(a),
(b) and (g),
(b) providing that the shares of the wholly-owned subsidiary
shall be cancelled without any repayment of capital in
respect of those shares, and
(c) providing that no securities shall be issued by the
amalgamated corporation in connection with the
amalgamation.
(4) An amalgamation under this section is adopted when
(a) the agreement is approved by the directors of the
corporation,
(b) the agreement is approved by whichever body is required
under the laws of the jurisdiction of incorporation of the
extra-provincial corporation to approve it, and
(c) the extra-provincial corporation has otherwise complied
with the law of the jurisdiction in which it is incorporated.
(5) An amalgamation agreement under this section may provide
that at any time before the issue of a certificate of amalgamation,
the agreement may be terminated by the directors of the
corporation or the directors or comparable governing body of the
extra-provincial corporation, notwithstanding any previous
approval of the agreement.
(6) Sections 185 and 186 apply to an amalgamation under this
section as if both of the amalgamating bodies corporate were
corporations except that the notice referred to in section 185(3)(b)
shall also be published or distributed in each jurisdiction outside
Canada where either body corporate carries on business.
RSA 2000 cB-9 s187;2021 c18 s45

RTA Residential Tenancies Act

186 Effect of certificate of amalgamation