Calgary Amalgamation Lawyer
Neufeld Legal P.C. 403-400-4092 Chris@NeufeldLegal.com
AMALGAMATION OF CORPORATIONS
When there is a need to restructure a complex web of corporate entities, such that the operation is more streamlined and/or eliminates now unnecessary corporate entities and/or advantageous tax structuring, that is where a corporate amalgamation is a useful legal tool to effect corporate change.
Amalgamations are frequenty driven by available tax opportunities, which through the transference from one corporation into an amalgamated corporation that consists of two or more previously distinct corporations, it is possible to utilize tax credits and offsets that might otherwise go unused, in whole or in part. Nevertheless, such a process must be properly undertaken, hence the use legal counsel to direct and implement the proposed corporate amalgamation.
As such, the amalgamation permits two or more existing companies, including holding or subsidiary corporations, to be combined into one company with all the assets and liabilities of the amalgamating companies. Amalgamations may be utilized as a component part of a business acquisition or as part of a corporate reorganization, which may be undertaken for corporate or tax driven reasons.
It is important that the structuring of the amalgamation not result in adverse tax implications to the amalgamating corporations or their respective shareholders. Also important is its potential impact on other contractual arrangements, sucht that it would be appropriate to review other contracts, leases, licenses (both government and private sector), mortgages, security documents and financing agreements with creditors, suppliers, customers and employees to determine whether a consent or the provision of adequate notice is a prerequisite.
As such, when your business seeks the professional services of experienced legal counsel when looking to undertake a corporate amalgamation, your business can look to the Calgary, Alberta law firm of Neufeld Legal P.C. Contact us at 403-400-4092 or via email Chris@NeufeldLegal.com.
Alberta Business Corporations Act
- important elements
182(1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out
(a) the provisions that are required to be included in articles of incorporation under section 6,
(b) the name and address of each proposed director of the amalgamated corporation,
(c) the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation,
(d) if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of those shares are to receive in addition to or instead of securities of the amalgamated corporation,
(e) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation,
(f) whether the bylaws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed bylaws, and
(g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.
(2) If shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect of those shares, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated corporation.
* For the full statute, please click on this link. Nothing should be read in the abstract and specific legal advice is always recommended.