Application

Notice of intention

The first paragraph of section 149 IA lists the information that must be contained in a notice of intention. The second paragraph specifies the documents that must be filed with the notice:

• A document including the same information as that required to be included in an initial application for authorization, as set out in section 30 IA;
• The documents that must be filed with such an application and that are listed in section 34 IA .

Under the last paragraph of section 149 IA, in the case of an amalgamation involving more than one authorized insurer, a joint notice may be filed.

Articles of amalgamation

Since short-form amalgamations are now allowed for insurers constituted as business corporations under the Insurers Act (something that was not allowed under the Act respecting insurance This link will open in a new window), the content of the articles depends on whether the amalgamation is a long-form or short-form amalgamation. Pursuant to section 470 BCA, the form of the articles is set out in the Act respecting the legal publicity of enterprises, CQLR, c. P 44.1 (the “Legal Publicity Act”).

For long-form amalgamations, the content of the articles is described in subparagraph 1 of the first paragraph of section 284 BCA (with reference to sections 277 and 5 BCA). The second paragraph of section 284 BCA lists, with reference to section 8 BCA, the documents that must be filed with the articles of amalgamation.

For short-form amalgamations, the BCA provides for two possible cases:

• A “horizontal” short-form amalgamation, i.e., where all of the shares issued by the amalgamating corporations are held either by the shareholder who controls the amalgamating corporations or by that shareholder and one or more of the amalgamating corporations (s. 281, 1st par. BCA);
• A “vertical” short-form amalgamation, i.e., where a parent corporation and its subsidiary(ies) amalgamate and all of the shares issued by the subsidiary(ies) are held by one or more of the amalgamating corporations (s. 282, 1st par. BCA).

The content of the articles of amalgamation for a short-form amalgamation is described in subparagraph 2 of the first paragraph of section 284 BCA, with reference to sections 281 and 282 BCA, according to whether the amalgamation is a horizontal or vertical amalgamation.

The articles must be signed by the director or officer of each amalgamating corporation who is authorized to sign them and accompanied by the fee prescribed by the Legal Publicity Act (s. 285 BCA).

If one of the amalgamating corporations is a mutual-interest regulated business corporation, and therefore governed by a private Act (refer to s. 197 IA), the articles of amalgamation may, with some exceptions, contain any provision departing from the sections of that private Act or provide that all or some of those sections cease to have effect and replace them by any other provision not contrary to the BCA or the IA (s. 337, 1st and 2nd pars. IA).

Amalgamation agreement or resolutions

An amalgamation agreement is required for a long-form amalgamation. The content of such an agreement is described in section 277 BCA and in section 5 BCA. The agreement must be submitted for approval to the shareholders of each amalgamating corporation by its board of directors (s. 278, 1st par. BCA). A copy or summary of the amalgamation agreement must be attached to the notices of meeting (s. 278, 2nd par. BCA). The amalgamation agreement must be approved by a separate special resolution of the shareholders of each amalgamating corporation (s. 279, 1st par. BCA). By that resolution, the shareholders of each amalgamating corporation authorize a director or an officer of the corporation to sign the articles of amalgamation (s. 279, 2nd par. BCA).

A short-form amalgamation may be carried out by simple resolution of the board of directors of each amalgamating corporation. A short-form amalgamation may be carried out by simple resolution of the board of directors of each amalgamating corporation.

Application for permission to amalgamate

The content of an application for permission to amalgamate is set out in paragraphs 1 and 2 of section 329 IA. The third paragraph of section 329 specifies that, in the case of an amalgamation involving more than one insurance company, the application must be a joint one.

The documents to be filed with the application are specified in section 330 IA.

Checklists

The following checklists describe the information to be included in and documents to be enclosed with the notice of intention, the articles of amalgamation, the amalgamation agreement (in the case of a long-form amalgamation), the resolutions (in the case of a short-form amalgamation) and the application for permission to amalgamate.

Notice of intention

The information to be included in and documents to be enclosed with the notice of intention are specified in the procedure for the review in light of certain operations. Under “Checklists,” refer to subsection A “Amalgamation with another legal person.”

Refer to the procedure “Review in light of certain operations”

Articles of amalgamation

For the items related to the articles of amalgamation and the items to be enclosed, refer to Form RE-501 This link will open in a new window and the Guide to Articles of Amalgamation This link will open in a new window available on the website of the enterprise registrar.

Amalgamation agreement (if long-form amalgamation)

Contents of the amalgamation agreement

Information/Document	Source	Clarification by the AMF
1. In respect of the amalgamated corporation, the provisions that are required to be included in the corporation’s articles of constitution [set out in s. 5 BCA], except the particulars concerning the founders, i.e.:	s. 277(1) BCA	n/a
1.1 The name of the legal person resulting from the amalgamation;	s. 5(1) BCA	n/a
1.2 The address of the head office of the legal person resulting from the amalgamation and an exact reference to the Act under which it is constituted;	s. 5(2) BCA	n/a
1.3 The amount to which its share capital is limited, if applicable;	s. 5(3) BCA	n/a
1.4 The par value of its shares, if any;	s. 5(4) BCA	n/a
1.5 If there will be two or more classes of shares, the rights and restrictions attaching to the shares of each class;	s. 5(5) BCA	n/a
1.6 If a class of shares may be issued in series, the authority given to the board of directors to determine, before issue, the number of shares in, the designation of the shares of, and the rights and restrictions attaching to the shares of, each series;	s. 5(6) BCA	n/a
1.7 Any restrictions on the transfer of its instruments or shares;	s. 5(7) BCA	n/a
1.8 The fixed number or the minimum and maximum number of directors;	s. 5(8) BCA	An authorized insurer must have a board of directors composed of at least seven members (S. 92 IA)
1.9 Any restrictions on the business activities of the legal person resulting from the amalgamation;	s. 5(9) BCA	n/a
2. The name and domicile of each director of the amalgamated corporation;	s. 277(2) BCA	n/a
3. The manner in which the shares of each amalgamating corporation are to be converted into shares of the amalgamated corporation;	s. 277(3) BCA	n/a
4. If the shares of one of the amalgamating corporations are not to be wholly converted into shares of the amalgamated corporation, the amount of money or other form of payment the shareholders holding those shares are to receive in addition to or instead of shares of the amalgamated corporation;	s. 277(4) BCA	n/a
5. If applicable, the amount of money or other form of payment that is to be received instead of fractional shares of the amalgamated corporation;	s. 277(5) BCA	n/a
6. If applicable, a provision stating that any shares of an amalgamating corporation that are held by another amalgamating corporation are to be cancelled when the amalgamation becomes effective without any repayment of capital in respect of the shares, and that such shares are not to be converted into shares of the amalgamated corporation;	s. 277(6) BCA	n/a
7. The by-laws proposed for the amalgamated corporation, or a statement that the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations;	s. 277(7) BCA	n/a
8. Details of any arrangements necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation;	s. 277(8) BCA	n/a
9. Optional: A provision under which, if the amalgamation agreement so permits, it may be terminated by the board of directors of an amalgamating corporation. That right may not be exercised once the enterprise registrar has issued the amalgamation certificate.	s. 280 BCA	n/a

Resolutions (if short-form amalgamation)

Contents of the resolutions (horizontal short-form amalgamation)

Information/Document	Source	Clarification by the AMF
1. In the case of a horizontal short-form amalgamation, the resolution of the board of directors of each amalgamating corporation must provide that:	s. 281, 2nd par. BCA	n/a
1.1 All shares of the amalgamating corporations, except the shares held in one amalgamating corporation by the shareholder who controls the amalgamating corporations, are to be cancelled without any repayment of capital in respect of the shares;	s. 281, 2nd par. (1) BCA	n/a
1.2 The articles of amalgamation are to be the same as the articles of the corporation whose shares are not cancelled, except as concerns the name of the amalgamated corporation, which may be the name of one of the other amalgamating corporations;	s. 281, 2nd par. (2) BCA	n/a
1.3 The issued and paid-up share capital account of the amalgamating corporations is to be added, to the extent determined by the corporations, to that of the amalgamating corporation whose shares are not all cancelled;	s. 281, 2nd par. (3) BCA	n/a
2. By the same resolution, each board of directors authorizes a director or an officer of the corporation to sign the articles of amalgamation.	s. 281, 3rd par. BCA	n/a

Contents of the resolutions (vertical short-form amalgamation)

Information/Document	Source	Clarification by the AMF
1. In the case of a vertical short-form amalgamation, the resolution of the board of directors of each amalgamating corporation must provide that:	s. 282, 2nd par. BCA	n/a
1.1 The shares of the subsidiaries are to be cancelled without any repayment of capital in respect of the shares;	s. 282, 2nd par. (1) BCA	n/a
1.2 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;	s. 282, 2nd par. (2) BCA	n/a
1.3 No shares are to be issued by the amalgamated corporation in connection with the amalgamation;	s. 282, 2nd par. (3) BCA	n/a
1.4 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;	s. 282, 2nd par. (4) BCA	n/a
2. By the same resolution, each board of directors authorizes a director or an officer of the corporation to sign the articles of amalgamation.	s. 282, 3rd par. BCA	n/a

Application for permission to amalgamate

Contents of the application for permission to amalgamate

Information/Document	Source	Clarification by the AMF
1. The application must include the information required to be included in a notice of intention to amalgamate under section 149 IA, i.e.:	s. 329, 1st par. IA	The application must be signed by the authorized representatives of each amalgamating corporation.
1.1 The name and address of each of the legal persons proposing to amalgamate;	s. 149(1) IA	n/a
1.2 The proposed name of the legal person resulting from the amalgamation;	s. 149(2) IA	n/a
1.3 The juridical form of the legal person resulting from the amalgamation;	s. 149(3) IA	n/a
1.4 The classes of activities carried on by all the authorized insurers proposing to amalgamate;	s. 149(4) IA	If an amalgamating entity is not an insurer, briefly describe its activities.
1.5 A statement specifying that the legal person resulting from the amalgamation will carry on activities in the same classes as the authorized insurers proposing to amalgamate or specifying the classes of activities for which the legal person resulting from the amalgamation intends to apply for the AMF’s authorization or those for which it intends to apply to have the authorization revoked;	s. 149(5) IA	n/a
1.6 The location of the proposed head office of the legal person resulting from the amalgamation;	s. 149(6) IA	n/a
1.7 Any other information required by the AMF;	s. 149(7) IA	Include communications informing insureds of the amalgamation; Confirm the composition of the audit and ethics committees for the entity resulting from the amalgamation; Explain any changes made to the insurance policies; Specify the steps taken with the Groupement des assureurs automobiles (GAA) if automobile insurance activities are authorized.
2. The information prescribed by regulation of the AMF;	s. 329, 1st par. IA	n/a
3. The name and address of each holder of a significant interest in the amalgamated business corporation, if any.	s. 329, 2nd par. IA	n/a

Documents to be enclosed with the application for permission to amalgamate

Information/Document	Source	Clarification by the AMF
1. The notice of intention;	s. 330, 1st par. IA	Refer to the procedure “Review in light of certain operations” .
2. The articles of amalgamation;	s. 330, 1st par. (1) IA	Including the articles of the amalgamating corporations.
3. The amalgamation agreement, if applicable;	s. 330, 1st par. (2) IA	Only in the case of a long-form amalgamation.
4. The special resolutions of the shareholders authorizing the amalgamation of each amalgamating corporation or, in the case of a short-form amalgamation within the meaning of the Business Corporations Act, the resolutions of the boards of directors of the amalgamating companies authorizing such an amalgamation;	s. 330, 1st par. (3) IA/td>	n/a
5. The other documents prescribed by regulation of the Minister;	s. 330, 1st par. (5) IA	n/a
6. The closing agenda, if applicable;	s. 480 IA	n/a
7. The fees prescribed by government regulation.	s. 330, 1st par. (6) IA	Fees and costs are prescribed.

The AMF's report and the minister's decision

Filing of articles and coming into effect

Amalgamating business corporations may, from receipt of the Minister’s favourable decision, send the enterprise registrar the articles of amalgamation together with the document by which the Minister grants permission (s. 336, 1st par. IA). The AMF will handle sending those documents to the registrar.

The amalgamated corporation is, as of the date and, if applicable, the time shown on the certificate of amalgamation issued by the enterprise registrar, a regulated business corporation (s. 337, 1st par. IA). As of that time, the amalgamating corporations are continued as one corporation and, as of that time, their patrimonies are joined together to form the patrimony of the amalgamated corporation. The rights and obligations of the amalgamating corporations become rights and obligations of the amalgamated corporation and the latter becomes a party to any judicial or administrative proceeding to which the amalgamating corporations were parties (s. 286 BCA).

If one of the amalgamating corporations is a mutual-interest regulated business corporation (i.e., under s. 197 IA, if it is governed by a private Act that constitutes a mutual legal person required, by that same Act, to be the holder of control of the corporation or insurer or the holder of any other interest in its capital), the amalgamated corporation is also a mutual-interest regulated business corporation (s. 337, 2nd par. IA). Under the same paragraph, any reference to such an amalgamating corporation in the private Act governing it is replaced by a reference to the amalgamated mutual-interest regulated business corporation.

Fees and costs payable

Refer to the complete list of fees and costs payable to the AMF for more information.

Processing time

Except in specific circumstances, the AMF will send its report to the Minister of Finance within 90 days from the date the application is complete.