Helpful Information for Your Amalgamation Submissions

Dec 07-17

Are you submitting an amalgamation? Please review the following information to help you get started and to ensure your amalgamation and related submissions are processed efficiently.

Select your amalgamation type

There are three types of amalgamations: long form, vertical short form and horizontal short form.  Please see the form descriptions below to ensure that you select the correct amalgamation type, as this cannot be changed once the submission is received by the Corporate Registry.

Please note: The vertical short form and horizontal short form amalgamations differ from the long form amalgamations as it relates to shareholder information. It is extremely important that shareholder information is correct or updated on a notice of shareholders prior to the amalgamation submission, as shareholder information cannot be backdated.

LONG FORM
As described in Section 177 of The Business Corporations Act, the long form amalgamation should be used when two or more Saskatchewan corporations amalgamate. For this type of amalgamation, the corporations that are amalgamating can decide the new corporation name and share structure. 

This submission is registered automatically when submitted using the Corporate Registry Application online.

VERTICAL SHORT FORM
As described in Section 178 (1) of The Business Corporations Act, the vertical short form amalgamation consists of a holding corporation and one or more of its wholly-owned subsidiary corporations. The holding corporation MUST be the sole shareholder in each wholly-owned subsidiary corporation. For example, ABC Corp. and XYZ Corp. wish to amalgamate. If ABC holds all the shares in XYZ, then ABC is the holding corporation and XYZ is the wholly-owned subsidiary.  

Submissions for this type of amalgamation must be reviewed by Corporate Registry staff regardless of whether it is submitted using the Corporate Registry Application online or using paper forms. We recommend submissions be received at least 3 weeks prior to the date you wish to amalgamate to allow for sufficient processing time.

HORIZONTAL SHORT FORM
As described in Section 178 (2) of The Business Corporations Act, the horizontal short form amalgamation consists of two or more wholly-owned subsidiaries of the same holding corporation. The holding corporation cannot be one of the amalgamating corporations involved in the amalgamation.  The holding corporation MUST be the sole shareholder in each of the wholly-owned subsidiaries. The name of the newly amalgamated corporation can be the name of any of the wholly-owned subsidiaries or a new name, however, it cannot be the name of the holding corporation.

Submissions for this type of amalgamation must be reviewed by Corporate Registry staff regardless of whether it is submitted using the Corporate Registry Application online or using paper forms. We recommend submissions be received at least 3 weeks prior to the date you wish to amalgamate to allow for sufficient processing time.

Determine the complexity of your amalgamation

NOT COMPLEX
If you only need to file a single amalgamation event or do not require the same date on related submissions, this work can be completed as desired using the Corporate Registry Application online or paper forms.

COMPLEX
When your needs involve a number of amalgamation related submissions that require the same date and/or when there is a specific sequence of submissions that need to be registered related to an amalgamation, it is considered a complex amalgamation and may require support from our Corporate Registry team to ensure it is completed properly.

Submitting a sequence of transactions
If you have a sequence of transactions related to an amalgamation, the Corporate Registry recommends the following submission process:

  1. Contact Corporate Registry at corporateregistry@isc.ca at least 4 weeks in advance of your desired amalgamation date with a high-level overview of the amalgamation submissions that you need to complete. Based on the unique set of needs for your submissions, one of our registry examiners will work with you in advance of your amalgamation date.
     
  2. Submit a letter detailing the filing sequence for the submissions and authorizing our registry examiners to insert new entity numbers, name reservation numbers, etc. (if required) on forms as that information becomes available as submissions are registered. Our registry examiners can provide you direction on what to include in this letter. 
     
  3. Coordinate the submission of paper forms for all the related submissions and fax/mail your amalgamation submission to Corporate Registry. Our registry examiners will coordinate the internal processing of these submissions to provide you with the confidence that all the events will occur in the correct order and receive the desired date you require for your customer.
     
  4. Once the forms are received, Corporate Registry will identify any corrections that must be made and documents or attachments that must be provided after the desired amalgamation date (if the documents will not be available prior to that amalgamation date).  The examiner will also confirm the approximate date that the submissions will be entered into the registry.

We are here to help!

If you have questions about the logistics related to your amalgamation related submissions, please contact us at 1-866-ASK-ISC1 (1-866-275-4721) or corporateregistry@isc.ca.  A priority service fee is applicable if your amalgamation related submissions require immediate attention and are submitted within our normal processing timelines.