Form 13 – Amalgamation Application – Notice of Articles

Jurisdiction: Country: Canada | Province/State: British Columbia

What is a Form 13 – Amalgamation Application – Notice of Articles?

Form 13 is the statutory filing you use to amalgamate corporations in British Columbia. It creates the new amalgamated company and sets its Notice of Articles. The Notice of Articles is the public profile of the company. It includes the name, office addresses, share structure, director details, and any share transfer restrictions. You submit Form 13 to complete the amalgamation under provincial law.

You use this form when two or more corporations want to merge into one BC company. The filing either forms a new company or continues one name with the combined businesses. After acceptance, the predecessor corporations stop existing. The new company owns all assets and assumes all liabilities by operation of law.

Who typically uses this form?

Corporate lawyers use it for clients. In-house counsel complete it during reorganizations. Founders, directors, and corporate secretaries manage it for private companies. Accountants sometimes coordinate the filing as part of a tax-driven plan. You can file it yourself if you understand the requirements and have approvals in place.

Why would you need this form?

You need it to move from agreement to legal effect. A merger deal or group simplification is not complete until you file. Banks, buyers, and auditors expect a Certificate of Amalgamation and an updated Notice of Articles. You also need it to align share terms, appoint directors, and confirm the registered and records offices for the amalgamated company.

Typical usage scenarios

Two private companies combine to simplify ownership. A parent company merges a wholly owned subsidiary into itself to reduce costs. Sister subsidiaries merge to streamline operations. A buyer acquires two targets and combines them to integrate teams and systems. A tax plan requires a vertical or horizontal short-form amalgamation to crystallize losses or move assets. A fund cleans up a portfolio by merging inactive entities into an operating company.

The form is practical. You choose the amalgamation type, set the new company’s structure, and list the directors and offices. You attach the articles that will govern the amalgamated company. You confirm the approvals and certifications. On filing, the registry issues a Certificate of Amalgamation and the new Notice of Articles. That is the legal turning point for the merger.

This form is specific to British Columbia. It implements an amalgamation under provincial corporate law. You use it whether you choose a long-form or a short-form amalgamation. You can name the new company or keep a number name. You can also designate special company types, such as a benefit company, if you meet the rules.

When Would You Use a Form 13 – Amalgamation Application – Notice of Articles?

You use Form 13 when the amalgamation is ready to close. That means directors and, if needed, shareholders have approved the transaction. For a long-form amalgamation, each company has adopted an amalgamation agreement. Each company’s shareholders have passed the required special resolutions. For a short-form amalgamation, the ownership is 100% aligned. You have board approvals that meet the short-form rules.

A founder-led private company would use it to merge a legacy holding company into the operating company. The goal is to simplify ownership and reduce annual filings. A mid-market group would use it to combine two parallel subsidiaries that offer similar services. The goal is to remove duplication and centralize licences and staff. A parent company would use it to roll up a subsidiary after an asset transfer. The goal is to move to a clean, single-entity structure.

You also use it in acquisition integration. A buyer may hold two targets for a short period. Once contracts and tax planning line up, the buyer files an amalgamation. The result is a single company with unified contracts, teams, and bank accounts. A professional services firm may use it after partners vote to combine two practices. The filing sets the new share structure and board.

If you are an in-house counsel, you use it as part of a closing checklist. You align creditor notices, tax elections, consents, and timing. You select a specific effective date and time to match finance and payroll cutoffs. If you are a corporate secretary, you use it to update the public record. You set the new registered office and records office. You add the current directors. You also tick the transfer restriction box if the company remains private.

In many cases, you use the form to implement a short-form amalgamation. In a vertical short-form, a parent owns all subsidiary shares. The boards approve the amalgamation. No shareholder vote is needed. In a horizontal short-form, one parent owns all shares of each merging subsidiary. Again, the boards approve the amalgamation. You still file Form 13 to make it effective. The Notice of Articles reflects the resulting company.

You do not use this form for partnerships, sole proprietorships, or societies. You also do not use it to continue a company from another province. For those, you would use different filings. Use Form 13 when two or more existing companies come together and the result is a single BC company with a fresh Notice of Articles.

Legal Characteristics of the Form 13 – Amalgamation Application – Notice of Articles

Form 13 is a statutory filing. It is not an agreement. It is the official application that triggers the amalgamation. Once the registry accepts the filing, the amalgamation takes effect at the stated time. The new company exists as a legal person. The predecessor companies cease to exist. The law vests their assets, rights, and obligations in the amalgamated company without a transfer.

The form is binding because it activates a legal process set by statute. The registry reviews your information for compliance. It checks that your company name is available if you choose a named company. It checks that required fields are present. It relies on your certifications about approvals and solvency. On acceptance, the registry issues a Certificate of Amalgamation and the Notice of Articles. Together, they confirm the new company’s status and core details.

Enforceability flows from compliance and acceptance. You must have valid approvals. Director resolutions must meet quorum and voting rules. Shareholder approvals must meet the special resolution thresholds, unless a short-form applies. If you rely on a short-form, the ownership must be 100%. You must hold the required consents. That includes director consents to act. You must be up to date with filings and in good standing. The registry may reject filings for companies not in good standing.

The Notice of Articles itself is a legal record. It binds the company on matters it states. These include the company name, share structure, restrictions on share transfers, and the number of directors. The Notice of Articles works together with the articles. The articles contain the detailed share rights and governance rules. The Notice of Articles tells the public the classes and whether special rights exist. It does not reproduce every article clause. Keep the Notice of Articles and the articles consistent.

You should consider contract and regulatory impacts. Some contracts treat an amalgamation as a change of control. Others treat it as an assignment by law. Review consent clauses in leases, licences, credit agreements, and key vendor contracts. Some regulators require notice before or after amalgamation. Lenders often require prior written consent. Plan your effective date around these third-party conditions.

Tax is another factor. An amalgamation can be tax-deferred if it meets specific rules. Your tax team may require certain pre-steps. They may require a specific effective time for day-end reconciliation. Align your filing time with those demands. A mistake can cause tax friction or extra work.

Finally, consider company type. If the amalgamated company is a benefit company, the Notice of Articles must include the required statement. If it will be a community contribution company, the name and share terms must comply. If it will be an unlimited liability company, the name must include it. The form captures these designations. A mismatch leads to rejection.

How to Fill Out a Form 13 – Amalgamation Application – Notice of Articles

Follow these steps. Prepare before you start. Keep documents and approvals handy. You submit the form through the provincial filing system. You receive the new Notice of Articles and the Certificate of Amalgamation on acceptance.

1) Confirm your amalgamation type and approvals.

• Identify whether you are doing a long-form or short-form amalgamation.
• For long-form, prepare an amalgamation agreement approved by each company.
• For short-form, confirm 100% ownership for vertical or horizontal structures.
• Obtain board approvals for each amalgamating company.
• Obtain shareholder approvals where required.
• Confirm the director consents to act for the new company.
• Ensure each company is in good standing.

2) Set your effective date and time.

• Choose “immediate” if you want an effect on acceptance.
• Or select a future date and time within the system’s allowed window.
• Match the time with lender releases, payroll, and tax cutoffs.
• Avoid weekends and holidays if you need same-day processing.

3) Choose the resulting company’s name.

• Use a number name if speed is key.
• Use a reserved name if you want a specific brand.
• Enter the name and reservation details, if you have them.
• Confirm the name meets punctuation and designation rules.
• If you choose a benefit company or unlimited liability company, include the proper designator in the name.

4) Enter amalgamating companies.

• List each company’s legal name and incorporation number.
• Confirm each company’s jurisdiction in British Columbia.
• Confirm each is active and in good standing.
• Identify which company, if any, will keep the name or number.
• If one company’s name will continue, ensure you have the right to use it.

5) Select company type.

• Choose “standard company” unless you need a special designation.
• If applicable, select “benefit company” and include the benefit statement.
• If applicable, select “community contribution company” and ensure the name includes it.
• If applicable, select “unlimited liability company” and ensure the name includes it.

6) Build the Notice of Articles share structure.

• List each class of shares to be authorized.
• State the number of shares for each class or select “unlimited.”
• Use clear class names, such as “Common Shares” or “Preferred Shares.”
• Do not set par value; BC uses no par value shares.
• Confirm that detailed rights and restrictions are in the articles.
• Keep class names consistent with the articles.

Example approach:

• Class A Common Shares: Unlimited.
• Class B Preferred Shares: Unlimited.
• Statement: The special rights and restrictions are set out in the articles.

7) State whether there are restrictions on share transfers.

• Most private companies restrict share transfers.
• Tick “Yes” if your articles restrict transfers.
• Tick “No” if the shares are freely transferable.
• Ensure the answer matches the articles.

8) Set the number of directors and list the first directors.

• Choose a fixed number or a range (minimum and maximum).
• Enter the full legal names of the first directors.
• Enter a delivery address for each director in the required format.
• Ensure each director has consented to act.
• Keep director details current and complete.

9) Enter registered office and records office addresses.

• Provide a delivery address in British Columbia for each office.
• Provide a mailing address, if different.
• Do not use a P.O. Box for delivery addresses.
• Confirm you have consent from the office service provider, if any.
• Ensure the records office will hold minute books and central securities registers.

10) Upload or attach the articles of the amalgamated company.

• Use a clean, consolidated set of articles for the new company.
• Align defined terms and class names with the Notice of Articles.
• Include benefit company or community contribution company clauses if applicable.
• Ensure share rights and restrictions match the classes listed.
• Check cross-references and schedules within the articles.

11) Attach the amalgamation agreement or short-form statements.

• For long-form, attach the executed amalgamation agreement.
• Include any schedules referenced in the agreement.
• For short-form, complete the required statutory statements in the form.
• Confirm that all conditions precedent have been satisfied or waived.
• Keep signed board and shareholder resolutions in your records.

12) Make required certifications.

• The completing party certifies accuracy and authority.
• You certify that each company has approved the amalgamation.
• You certify that the director’s consent to act has been obtained.
• You may certify solvency or creditor arrangements if the form requires it.
• Enter your name, position, email, and phone number as the completing party.

13) Review all entries for consistency.

• Match the Notice of Articles to the articles.
• Confirm director names and addresses are accurate.
• Confirm office addresses are correct and complete.
• Re-check the effective date and time.
• Confirm the name and company type selections.

14) Pay the filing fee and submit.

• Select standard or priority service if options are available.
• Keep the payment confirmation.
• Submit the filing and note the transaction number.

15) Receive and save your outputs.

• On acceptance, you receive a Certificate of Amalgamation.
• You also receive the new Notice of Articles for the amalgamated company.
• Save these with the signed articles and resolutions.
• Update your minute books and central securities register.

16) Complete immediate post-filing tasks.

• Notify banks, insurers, and key counterparties.
• Update licences, permits, and registrations.
• File required tax and payroll updates for the new company number.
• Update contracts that reference the predecessor company names.
• Cancel unneeded business names and registrations of predecessor companies.
• Update internal systems and websites to reflect the new company name.

Practical tips when completing the form:

• Keep class names simple and consistent across the Notice of Articles and articles.
• Use “unlimited” authorized shares unless your capital plan requires a cap.
• Maintain share transfer restrictions if you want private company status.
• Choose a specific effective time if you need clean cutoffs for finance and payroll.
• If you need the same-day result, use a number name or reserve a name in advance.
• Align the list of directors with the closing structure post-amalgamation.
• Confirm that any special company type is accurate and supported by the articles.

Common pitfalls to avoid:

• Mismatching the articles and the Notice of Articles.
• Selecting the wrong amalgamation type and missing approvals.
• Using a registered office address without consent.
• Missing a director’s consent to act.
• Choosing a name that conflicts with an existing company.
• Leaving out a required benefit company statement.
• Setting a future effective time after contract deadlines.

Who are the “parties” to consider in the form?

• Each amalgamating company is identified by name and number.
• The amalgamated company, as described in the Notice of Articles.
• The first directors, named with delivery addresses.
• The registered and records office providers, through their addresses.
• The completing party, who certifies and submits the filing.

What “clauses” matter in this context?

• The share classes and whether rights are in the articles.
• Any restriction on share transfers noted in the Notice of Articles.
• The number of directors or the director range.
• The company type and any required statements.

What about “signatures”?

• You do not typically upload ink signatures for the Notice of Articles.
• The form uses an electronic certification by the completing party.
• Keep signed board and shareholder resolutions with your records.
• Keep director consents to act with your records.

What “schedules” should be ready?

• The articles of the amalgamated company.
• The amalgamation agreement (for long-form).
• Any schedules referenced by the articles or agreement.
• Name reservation confirmation, if you use a named company.

If you prepare well, the filing is straightforward. Set the structure in the articles first. Mirror it in the Notice of Articles. Confirm approvals, consents, and timing. Then complete Form 13 and submit. You will receive confirmation that the new company exists, along with its Notice of Articles. That is the legal foundation you need to operate as one company going forward.

Legal Terms You Might Encounter

• Amalgamation means combining two or more companies into one company. In this form, you confirm the new company’s core details and the terms set by the amalgamating companies. The amalgamating corporations are the companies that merge. You list each one by name and incorporation number so the registry can match their records. The amalgamated company is the new or continuing company created by the merger. The form captures its name, share structure, directors, and offices.
• A short-form amalgamation is a streamlined merger available where ownership meets specific thresholds, often between a parent and its subsidiary or between sister subsidiaries. If you qualify, approvals and attachments are lighter, but the Notice of Articles still needs to be complete and accurate. A long-form amalgamation is the standard route when you do not meet those thresholds. It typically requires broader approvals and a formal amalgamation agreement, which drives many inputs in the form.
• The Notice of Articles is the public-facing corporate record that shows your company’s legal name, share structure, special rights and restrictions, number of directors, and office addresses. You file this through the amalgamation application so the registry can issue new official records for the merged company. The registered office is the official address for legal documents. The records office is where you keep minute books and corporate records. In some cases, these are the same address. You must enter them correctly in the form because service and compliance rely on them.
• Authorized share structure describes the classes and the maximum number of shares your company can issue. You set or confirm this in the Notice of Articles during the amalgamation. Special rights and restrictions are the terms that attach to each share class, such as voting, dividend, or redemption rights. You must paste the exact wording here. Errors can create uncertainty in shareholder rights. A directors’ resolution or shareholders’ resolution is the formal internal approval needed for the amalgamation and for adopting the Notice of Articles. While resolutions aren’t entered line-by-line in the form, your filing assumes these approvals exist.
• The effective date and time are when the amalgamation legally takes effect. You can often select an effective time within the filing. Choose it with care if you need end-of-day closings or staged transactions. A name reservation confirms the right to use a specific corporate name. If you want a specific name for the amalgamated company, you may need to secure it before filing. If you keep one amalgamating company’s name or use a numbered name, you may not need a reservation. A certificate of amalgamation is the official proof that the registry issues after accepting the filing. It confirms the amalgamation and ties to the new Notice of Articles.
• An amalgamation agreement sets the merger terms, including share exchanges, governance, and any changes to share rights. The Notice of Articles must reflect those terms precisely. Stated capital is the accounting value of issued shares. While you do not record stated capital in the Notice of Articles, your share structure and rights must align with how you will account for shares post-amalgamation. A central securities register is your internal record of shareholders and their holdings. After filing, you must update or recreate this register to match the new share structure shown in the Notice of Articles.

FAQs

Do you need to reserve a name before filing?

If you want the amalgamated company to have a specific name, reserve it first. If you plan to keep one amalgamating company’s existing name, you may be able to proceed without a new reservation. If you accept a numbered name, you generally do not need a reservation. Confirm your chosen name before you file, so the Notice of Articles matches exactly.

Do you need unanimous shareholder approval?

It depends on your amalgamation route and your internal governance. Short-form amalgamations often rely on directors’ approvals at the parent level. Long-form amalgamations typically require special resolutions of shareholders for each amalgamating company. Review your agreements and confirm approvals before filing. The registry expects that proper approvals are complete, even though you do not upload them with the form.

Can you change the share structure during the amalgamation?

Yes. The Notice of Articles can set a new share structure and new special rights and restrictions for the amalgamated company. Make sure the share terms match the amalgamation agreement and any exchange ratios. Align the wording exactly. If you reuse prior wording, confirm it fits the new structure.

Can you future-date the effective time?

Often, yes. Many filings allow you to select an effective date and time. This helps you align closing steps, payments, or tax timing. Choose a time that works for your transaction. Avoid filing too close to deadlines that could affect payroll, contracts, or licenses.

Do you need to list all directors again?

Yes. The Notice of Articles for the amalgamated company must list all current directors, with their prescribed details. Even if the directors do not change, re-enter each director exactly as required. Keep signed consents to act in your minute book.

What happens to existing contracts and permits?

They usually continue with the amalgamated company, but you may need third-party consents. Lenders, landlords, suppliers, and regulators might require notice or approval. Check those requirements in your contracts and licenses before filing. Build consents into your closing checklist.

Can you amalgamate with a company from another province or territory using this form?

No. This form covers provincial companies located in the same jurisdiction. If you plan to merge with an entity from another jurisdiction, you must complete any required continuations or extra-provincial steps before you amalgamate locally. Do not use this form for cross-jurisdiction mergers.

How long does the filing take to process?

If your information is correct and your name is acceptable, processing is often quick. Delays arise from name issues, incomplete addresses, or share rights that are unclear. Plan buffer time in case the registry flags an error and you need to resubmit.

Checklist: Before, During, and After the Form 13 – Amalgamation Application – Notice of Articles

Before filing

• Confirm the amalgamation route.
• Short-form eligibility or long-form with full approvals.
• Obtain all needed approvals.
• Board resolutions for each company.
• Shareholder resolutions, if required.
• Prepare the amalgamation agreement.
• Include share exchange mechanics and governance.
• Align proposed share rights and restrictions.
• Decide on the amalgamated company name.
• Reserve the name if needed.
• Verify exact spelling, punctuation, and designations.
• Gather company identifiers.
• Legal names and incorporation numbers for all amalgamating companies.
• Confirm registered and records office addresses.
• Street addresses for service and for records.
• Ensure mail can be received during business hours.
• Draft the share structure.
• Class names, number of shares, and whether unlimited.
• Exact special rights and restrictions text for each class.
• Finalize the directors’ list.
• Full names and required director details.
• Obtain consents to act for your records.
• Choose the effective date and time.
• Coordinate with closing funds, payroll, and tax periods.
• Check third-party requirements.
• Lender consents.
• Landlord, franchisor, or vendor approvals.
• Regulatory notices or filings.
• Prepare internal records.
• New Articles for the amalgamated company.
• Minute book tabs for resolutions and registers.
• Confirm payment method for the filing fee.
• Ensure the authorized signer has payment authority.

During filing

• Verify names and incorporation numbers.
• Match exactly to existing records.
• Confirm the amalgamated company name.
• If using a new name, ensure the reservation is active.
• Enter the registered and records office addresses carefully.
• Use accurate street addresses.
• Do not mix postal and civic addresses if not allowed.
• Enter the share structure precisely.
• Copy special rights and restrictions without edits.
• Check class names and numbering.
• Review directors’ details.
• Spell names as per identification.
• Confirm any required address or residency fields.
• Set the effective date and time correctly.
• Avoid accidental immediate effect if you intend future-dating.
• Review the restrictions or provisions sections.
• If your company has share transfer restrictions, include them.
• Ensure any constraints align with your agreement.
• Conduct a final consistency check.
• Compare the form to the amalgamation agreement.
• Confirm approvals match the structure and name.
• Save a draft or screenshot key screens.
• Retain evidence of entries for your records.

After filing

• Retrieve the confirmation documents.
• Certificate of amalgamation.
• Updated Notice of Articles.
• Store documents securely.
• Add to the minute book.
• Back up digital copies in a secure drive.
• Update internal corporate records.
• Adopt new Articles as planned.
• Recreate the central securities register.
• Issue new share certificates, if used.
• Close out legacy records.
• Cancel old share certificates.
• Mark prior registers as superseded.
• Notify stakeholders.
• Banks, insurers, landlords, and key suppliers.
• Payroll provider and benefits plans.
• Clients, where required by contract.
• Update government accounts and licenses.
• Tax program accounts and payroll remittances.
• Industry licenses or permits.
• Municipal business licenses if applicable.
• Align operations.
• Update invoicing name and number.
• Refresh website, email signatures, and letterhead.
• Schedule post-amalgamation filings.
• Any address or director changes after closing.
• Annual report calendar for the new company.
• Monitor integration tasks.
• Consolidate accounting systems.
• Merge employee records and policies.

Common Mistakes to Avoid

• Don’t forget to align the share rights text with your agreement. If the wording differs, shareholder rights may be unclear, causing disputes and possible corrections.
• Don’t enter the wrong company name or number. A mismatch can delay approval or create a filing against the wrong entity, which is costly to fix.
• Don’t assume third-party consent isn’t needed. Many contracts require notice or consent. Missing this can trigger defaults or termination rights.
• Don’t pick the wrong effective time. A poorly timed filing can disrupt payroll, fund flows, or tax planning and complicate reconciliations.
• Don’t ignore records after filing. If you fail to update registers and minute books, you risk compliance issues and diligence problems later.

What to Do After Filling Out the Form

1. Submit the filing and pay the fee. Keep a copy of the submission confirmation. Monitor for acceptance and any registry messages that require edits.
2. Once accepted, download the certificate and the new Notice of Articles. Review them against your final form entries. If you spot errors, act quickly to correct them through the available correction process.
3. Update your internal governance. Adopt the planned Articles. Record directors’ consents. Enter board and shareholder resolutions in the minute book. Set the authorized signatories for banking, contracts, and filings.
4. Implement the share exchange mechanics. Issue new shares under the amalgamated company’s structure. Cancel legacy shares. Update the central securities register. If you use share certificates, reissue them with the new company details.
5. Notify all affected parties. Provide updated corporate information to banks, payment processors, insurers, and key vendors. Address any legal name updates in standing contracts and purchase orders. Send notices required under your agreements.
6. Align external registrations and accounts. Update tax program accounts, payroll, and indirect tax registrations as needed. Refresh industry licenses and municipal business licenses. Ensure the new legal name appears on invoices and receipts.
7. Integrate operations and systems. Merge accounting software, payroll systems, and HR records. Move all records to the designated records office. Train staff on the new legal entity name for signatures and letterhead.
8. Plan ongoing compliance. Add the new company to your calendar of annual reports and filings. Track directors’ and office changes. Keep a compliance checklist in the minute book.
9. If you need to amend details later, use the standard alteration or change filings. For example, change a director, update an office address, or modify share provisions as allowed. Keep all amendment confirmations with your Notice of Articles.
10. Distribute final documents. Share the certificate, Notice of Articles, and key resolutions with directors and senior officers. Provide copies to lenders, landlords, and insurers that require them. Keep a secure digital archive for quick access.