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Board Resolution For Amalgamation Of Companies Template for Canada

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Key Requirements PROMPT example:

Board Resolution For Amalgamation Of Companies

"I need a Board Resolution for Amalgamation of Companies for two technology companies incorporated under the CBCA, with the amalgamation to be effective March 1, 2025, and including specific provisions for the treatment of employee stock options."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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