S-31.1 - Business Corporations Act

Section 282 Disposition versions

2011-02-14

282. A parent corporation and its subsidiaries may amalgamate by a simple resolution of the board of directors of each amalgamating corporation if all of the shares issued by the subsidiaries are held by one or more of the amalgamating corporations.

Each such resolution must provide that

(1)  the shares of the subsidiaries are to be cancelled without any repayment of capital in respect of the shares;

(2)  the articles of amalgamation are to be the same as the articles of the parent corporation, except as concerns the name of the amalgamated corporation, which may be the name of one of the other amalgamating corporations;

(3)  no shares are to be issued by the amalgamated corporation in connection with the amalgamation; and

(4)  the directors of the amalgamated corporation are to be those of the parent corporation and its by-laws are to be those of the parent corporation or those determined by the board of directors of the parent corporation; in the latter case, the by-laws are to be submitted for approval at the next shareholders meeting.

By the same resolution, each board of directors authorizes a director or an officer of the corporation to sign the articles of amalgamation.

2009, c. 52, s. 282.