A Board Resolution For Amalgamation Of Companies is a fundamental corporate document required when two or more companies in Canada decide to combine their operations through an amalgamation. This document is essential under Canadian corporate law, whether proceeding under the federal Canada Business Corporations Act (CBCA) or provincial corporate statutes. The resolution is typically prepared following negotiation of an amalgamation agreement and before filing Articles of Amalgamation with the relevant corporate registry. It demonstrates proper corporate governance, confirms board approval of the amalgamation terms, and authorizes specific individuals to execute the necessary documentation. The resolution must comply with statutory requirements and should be maintained in the corporate records of both the amalgamating entities and the resulting amalgamated corporation.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Title and Date: Formal identification of the document as a Board Resolution, including the date of the meeting and corporation name
2. Recitals: Background information including the corporation's details, reference to relevant legislation, and confirmation of quorum
3. Identification of Amalgamating Corporations: Details of all corporations participating in the amalgamation, including corporate numbers and registered offices
4. Approval of Amalgamation Agreement: Formal resolution approving the amalgamation agreement and its terms
5. Authorization of Amalgamation: Resolution authorizing the amalgamation under relevant section of applicable corporate law
6. Articles of Amalgamation: Approval of the Articles of Amalgamation to be filed with the relevant authority
7. Appointment of Officers: Authorization of specific officers to execute all necessary documents
8. Further Actions: General authorization for officers to take all necessary steps to complete the amalgamation
9. Certification: Signature block for authorized signatory certifying the resolution
1. Share Exchange Provisions: Required when the amalgamation involves specific share exchange arrangements or ratios
2. Regulatory Approvals: Include when the amalgamation requires specific regulatory approvals (e.g., Competition Bureau)
3. Treatment of Securities: Needed for publicly traded companies or when dealing with outstanding securities
4. Employee Matters: Include when specific employee-related decisions need board approval as part of amalgamation
5. Conditions Precedent: When specific conditions must be met before the amalgamation can proceed
6. Transitional Provisions: When specific arrangements are needed for the transition period
1. Schedule A - Amalgamation Agreement: The full agreement setting out terms and conditions of the amalgamation
2. Schedule B - Articles of Amalgamation: Draft Articles of Amalgamation to be filed with the regulatory authority
3. Schedule C - By-laws of Amalgamated Corporation: Proposed by-laws of the amalgamated entity
4. Schedule D - Directors and Officers: List of proposed directors and officers of the amalgamated corporation
5. Schedule E - Share Capital Structure: Details of the proposed share structure of the amalgamated corporation
6. Schedule F - Financial Statements: Required financial statements or certificates of each amalgamating corporation
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Retail
Healthcare
Real Estate
Professional Services
Energy
Transportation
Telecommunications
Mining
Agriculture
Construction
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Corporate Development
Risk Management
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Corporate Secretary
Chief Legal Officer
Board Chairman
Director of Corporate Affairs
Corporate Governance Officer
General Counsel
Chief Financial Officer
Vice President of Legal Affairs
Corporate Law Partner
Compliance Officer
Board Director
Managing Director
Chief Operating Officer
Corporate Development Officer
Find the exact document you need
Board Resolution For Amalgamation Of Companies
A Canadian corporate document recording board approval and authorization for company amalgamation under federal or provincial law.
find out more
Board Resolution For Address Change
A formal corporate document under Canadian law authorizing and recording a company's change of registered office address, including necessary regulatory compliance details.
find out more
Bank Signatories Resolution
A Canadian corporate resolution authorizing designated individuals to conduct banking transactions and manage banking relationships on behalf of an organization.
find out more
Change In Authorised Signatory Board Resolution
A Canadian corporate resolution document that officially changes and records authorized signatories for a corporation, complying with federal and provincial corporate laws.
find out more
Board Resolution For Performance Evaluation
A Canadian board resolution establishing formal procedures for board and director performance evaluation, compliant with federal and provincial corporate governance requirements.
find out more
Board Resolution For Removal Of Authorised Signatory In Bank Account
A Canadian corporate resolution documenting the board's decision to remove an authorized signatory from company bank accounts, compliant with federal and provincial regulations.
find out more
Board Resolution For General Authorisation
A Canadian corporate document that delegates general authority and decision-making powers to specified individuals within an organization.
find out more
Resolution To Add Director
A Canadian corporate resolution document that formally records the appointment of a new director to a corporation's Board of Directors.
find out more
Board Resolution Appointment Of Auditor
A Canadian corporate resolution documenting the Board's formal appointment of an external auditor, complying with federal and provincial corporate law requirements.
find out more
Board Resolution Appointing Representative
A Canadian corporate document that formally authorizes an individual to act as a representative of the corporation with specified powers and responsibilities.
find out more
Board Resolution For Termination Of Agreement
A Canadian corporate document recording the Board of Directors' formal decision and authorization to terminate an existing agreement, compliant with federal and provincial corporate laws.
find out more
Company Secretary Resolution
A formal Canadian corporate document recording decisions and authorizations related to company secretary matters, compliant with federal and provincial corporate legislation.
find out more
Board Resolution For Issue Of Convertible Notes
A Canadian corporate document authorizing the issuance of convertible notes, outlining terms and conditions while ensuring compliance with federal and provincial regulations.
find out more
Board Resolution Closure Of Business
A Canadian corporate document recording the board's formal decision to cease business operations and initiate the wind-up process.
find out more
Unanimous Board Resolution
A Canadian corporate governance document recording unanimous decisions made by all directors of a corporation, compliant with federal or provincial corporate law.
find out more
Board Resolution For Demat Account Opening
A Canadian corporate resolution authorizing the opening and operation of a dematerialized securities trading account, compliant with federal and provincial regulations.
find out more
Board Resolution For Change In Shareholding Pattern
A Canadian corporate resolution documenting board approval for changes in company shareholding, governed by the Canada Business Corporations Act.
find out more
Appointing A Director By Ordinary Resolution
A Canadian corporate resolution document recording the appointment of a new director through shareholder approval under the CBCA.
find out more
Corporate Resolution Signing Authority
A Canadian corporate resolution that formally designates individuals authorized to sign documents and execute transactions on behalf of a corporation under federal and provincial corporate laws.
find out more
Special Board Resolution
A formal Canadian corporate document recording significant board decisions requiring special approval under federal and provincial corporate laws.
find out more
Omnibus Board Resolution
A Canadian corporate governance document that consolidates multiple board resolutions into a single instrument, compliant with federal and provincial corporate laws.
find out more
Directors Resolution For Dividends
A Canadian corporate document recording the board's formal decision to declare and pay dividends to shareholders, in compliance with federal or provincial corporate law.
find out more
Change Of Directors Resolution
A Canadian corporate resolution documenting changes to a corporation's board of directors, compliant with federal or provincial corporate legislation.
find out more
Board Resolution Authorizing Issuance Of Shares
A Canadian corporate resolution documenting the board's formal authorization for issuing new shares, including terms, conditions, and compliance with relevant laws.
find out more
Board Resolution Approving Financial Statements
A Canadian corporate resolution documenting the board of directors' formal approval of company financial statements, in compliance with federal and provincial requirements.
find out more
Appointment Of Auditor Resolution
A Canadian corporate resolution document formalizing the appointment of an auditor in compliance with the CBCA and relevant provincial regulations.
find out more
Resolution To Change Bank Signatories
A Canadian corporate resolution document authorizing changes to organizational bank account signatories and their respective signing authorities.
find out more
Resolution To Appoint A Director
A Canadian corporate resolution document that formally appoints a new director to a corporation's board, complying with federal or provincial requirements.
find out more
Company Resolution Form
A formal Canadian legal document recording and authenticating corporate decisions made by directors or shareholders under federal or provincial corporate law.
find out more
Board Resolution For Sale Of Company
A Canadian corporate resolution documenting the board's formal approval and authorization for the sale of the company, compliant with federal or provincial corporate law.
find out more
Board Resolution For Partnership Firm
A Canadian legal document recording formal decisions and authorizations made by partnership firm board members, compliant with federal and provincial partnership laws.
find out more
Board Resolution For Partnership
A Canadian corporate document recording board approval and authorization for entering into a partnership arrangement, including terms and execution powers.
find out more
Board Resolution For Dissolution Of Committee
A Canadian corporate resolution documenting the board's formal decision to dissolve a committee, ensuring compliance with federal and provincial corporate laws.
find out more
Board Resolution For Buy Back Of Shares
A Canadian corporate resolution documenting the board's approval and terms for repurchasing company shares, compliant with federal or provincial legislation.
find out more
Board Resolution For Adoption Of Policy
A Canadian corporate governance document recording the board's formal adoption of a company policy, compliant with federal and provincial corporate laws.
find out more
Board Resolution Approving Sale Of Shares
A Canadian corporate resolution documenting board approval for a share sale transaction, including terms, authorizations, and compliance certifications.
find out more
Board Resolution Appointing Corporate Secretary
A Canadian corporate resolution documenting the board's appointment of a Corporate Secretary, including appointment terms and duties.
find out more
Allotment Of Shares Board Resolution
A Canadian corporate document recording board approval for issuing company shares, governed by the CBCA and provincial securities laws.
find out more
Board Resolution Loan Agreement
A Canadian legal document combining corporate board approval with loan agreement terms for authorized corporate borrowing.
find out more
Shareholder Resolution Appointing Directors
A Canadian corporate resolution documenting shareholder approval for the appointment of new directors to a company's board, compliant with federal or provincial corporate law.
find out more
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)