Form 14 – Short Form Amalgamation Application (Vertical and Horizontal)

Jurisdiction: Canada — British Columbia

What is a Form 14 – Short Form Amalgamation Application (Vertical and Horizontal)?

Form 14 is the provincial filing you use to merge British Columbia companies under a streamlined process. It lets you combine either a parent with one or more of its wholly owned subsidiaries (a vertical amalgamation) or two or more sister subsidiaries that are wholly owned by the same parent (a horizontal amalgamation). The result is one “amalgamated company” that continues the businesses, rights, and obligations of all the predecessors.

You use this form when the ownership structure fits strict rules that remove the need for shareholder approval and a full amalgamation agreement. In short form situations, you rely on board approvals and a prescribed application that sets out the essentials of the new entity. It is faster and more predictable than a regular merger process.

Who typically uses this form?

In-house counsel, external corporate lawyers, and experienced paralegals handle the filing. Business owners, CFOs, and corporate administrators also use it when cleaning up group structures. If you manage several B.C. entities under a common parent, this is likely the tool you need to consolidate.

You would need this form if you want to reduce the number of companies in your group without losing business continuity. Common goals include cutting administrative costs, simplifying lending structures, consolidating contracts and permits, and combining revenue and assets into a single entity. Because an amalgamation continues the legal existence of each predecessor into one company, contracts and security interests usually carry forward without novation.

Typical usage scenarios include a holding company merging with its operating subsidiary after a reorganization, two sister subsidiaries combining their operations, or a parent absorbing special-purpose subsidiaries after a project ends. You might also use it to collapse a multi-tier chain by rolling lower-tier subsidiaries into an upper-tier company. If every amalgamating company is a B.C. company and the parent owns 100% of the subsidiary shares (directly or indirectly), the short form is designed for you.

When Would You Use a Form 14 – Short Form Amalgamation Application (Vertical and Horizontal)?

You use this form when the ownership is simple and complete. For a vertical amalgamation, the parent must own all the issued shares of each subsidiary, either directly or through one or more wholly owned entities. No one else can hold shares or rights to acquire shares in the subsidiaries. For a horizontal amalgamation, each amalgamating company must be a wholly owned subsidiary of the same parent. If any minority interests, options, warrants, or convertible securities exist in any amalgamating company, you must eliminate them first. If you cannot, you cannot use the short form.

Imagine you recently acquired a group of B.C. companies. The parent sits at the top, with two operating subsidiaries that run similar lines. You want one combined operating company. A short form horizontal amalgamation lets you merge those sister subsidiaries into one legal entity while the parent stays untouched.

Or consider a simple holding company with one operating subsidiary. You finished your clean-up after a tax-driven plan and now want one company going forward. A short form vertical amalgamation lets the parent and subsidiary merge into one entity with minimal internal approvals.

You also use this form when time is tight. A short form amalgamation avoids a formal amalgamation agreement and shareholder special resolutions. This saves drafting effort and boardroom time. If you need the merger to align with a month-end close or credit facility milestone, the short form route helps you set a precise effective time.

Typical users include owners of closely held private companies, corporate groups managed by a finance team, and professional administrators in real estate, construction, technology, and resource sectors. If your entities operate only in B.C. and are already on the provincial register, the short form can be the quickest path to consolidation.

Legal Characteristics of the Form 14 – Short Form Amalgamation Application (Vertical and Horizontal)

A short form amalgamation is a statutory process. It is legally binding because it relies on the provincial corporate statute and the registrar’s acceptance of a compliant filing. Once the registrar issues the amalgamation record, each amalgamating company continues as the amalgamated company. That continuity is central. Property of each predecessor becomes property of the amalgamated company. Liabilities, obligations, and legal proceedings continue against the amalgamated company as if it were named from the start. Existing security interests are not lost by the merger. Contracts usually remain in force because there is no transfer; the legal person continues in combined form.

Enforceability rests on compliance with eligibility and content rules. The ownership conditions must be true as of the filing. Each amalgamating company must be in good standing and able to meet the statutory solvency tests. Directors must approve the amalgamation. The application must set out the name, share structure, registered and records offices, and directors of the amalgamated company with precision. If you name a new company, you need a name that is not confusing with existing names and meets provincial standards. If you use a numbered name, the system assigns it on amalgamation.

The form is not a contract between the companies. It is a formal application that triggers the statutory effect once accepted. That is why accuracy matters. False statements can expose signatories to legal consequences and can undermine the validity of the filing. If there are outstanding securityholder rights or minority interests, the short form is not appropriate, and you should use a long form process with the required approvals. If a company is in liquidation, subject to a court order that restricts changes, or insolvent, you should not file a short form amalgamation.

From a governance perspective, director resolutions authorize the amalgamation and approve the contents of the application. If you are using new articles, directors approve those as well, unless your current articles require shareholder approval for specific changes that you plan to adopt. For most private companies under short form, board approvals are sufficient. Shareholders still need to be informed as part of good governance, even if a vote is not required.

Once filed and accepted, the amalgamated company exists from the specified effective time. The registrar’s record is conclusive for public law purposes. Internally, you should update corporate records to reflect the change and be ready to demonstrate continuity to counterparties. The amalgamation does not discharge debts, relieve guarantees, or reset limitation periods. It also does not change tax accounts automatically. You will need to handle those administrative steps after the legal effect occurs.

How to Fill Out a Form 14 – Short Form Amalgamation Application (Vertical and Horizontal)

1) Confirm eligibility and choose the amalgamation type.

Start by mapping ownership. For a vertical amalgamation, confirm that the parent owns all issued shares of each subsidiary, either directly or through wholly owned entities. For a horizontal amalgamation, confirm that each amalgamating company is a wholly owned subsidiary of the same parent. No third party may hold shares or any right to acquire shares. If options, warrants, convertible notes, or other securities exist, cancel or acquire them so that only the parent remains as the holder. Make sure each company is a B.C. company in good standing. If any company is extra-provincially registered or from another jurisdiction, this form is not the right path.

2) Decide on the amalgamated company’s name.

You can keep the exact name of one amalgamating company, adopt a new name, or use a numbered name. If you choose a new name, obtain a valid name reservation before filing. If you keep an existing name, confirm it meets current naming rules. Using a numbered name can simplify timing because it avoids name conflicts. Consider brand impact and contract references when you choose.

3) Choose the articles for the amalgamated company.

You can adopt the articles of one amalgamating company or file a new set. Many groups adopt the parents’ articles for simplicity. Review share transfer restrictions, director powers, and special rights. If you need to refresh provisions, prepare updated articles now. You will attach them as a schedule. Keep it simple and clear. Avoid cross-references that depend on old company names.

4) Define the authorized share structure.

Set the classes and the maximums, if any. Include special rights and restrictions for each class. If you only need one class of common shares, say so plainly. If you use preferred shares for estate planning or dividends, describe their rights carefully. The application requires a summary of special rights. If the wording is long, attach it as a schedule and reference it.

5) Plan how existing issued shares will be treated.

In a typical vertical amalgamation, issued shares of the parent continue as issued shares of the amalgamated company on a one-for-one basis. Issued shares of each subsidiary are cancelled without consideration. In a typical horizontal amalgamation, issued shares of each subsidiary are cancelled without consideration. The parents’ shares are not part of the amalgamation and remain outstanding at the parent level. If you need a different conversion for a specific reason, confirm it is permitted under short form rules. Keep the treatment consistent with the wholly owned nature of the transaction.

6) Set the registered and records office addresses.

Provide the street address for the registered office in B.C. Provide the records office address where corporate records will be stored. These addresses can be the same. Use locations where you can receive legal notices during business hours. Do not use a post office box for delivery. Make sure staff know to accept service.

7) Identify directors of the amalgamated company.

List the full name of each director and a delivery address for each. Confirm that each director consents to act. If you are adding or removing directors as part of the amalgamation, reflect the final intended board. Align the board with any lending covenants or shareholder agreements that require board composition.

8) Prepare board resolutions.

Each amalgamating company needs a board resolution approving the amalgamation and authorizing the completion and filing of Form 14. If you are adopting new articles, include a resolution to approve those articles for the amalgamated company. For vertical amalgamations, also approve the cancellation of subsidiary shares. For horizontal amalgamations, approve the cancellation of each subsidiary’s issued shares. Appoint the initial directors of the amalgamated company, effective on amalgamation. If any signing authority is delegated, record it in the resolutions.

9) Complete the identification details for each amalgamating company.

Enter the exact legal name and incorporation number of each company. Confirm the incorporation jurisdiction is British Columbia. If any name has changed recently, use the current name as shown on the registry. Accuracy is crucial. Typos can cause rejection or delays.

10) Specify the amalgamation type and effective time.

Tick or select “vertical” if the parent and subsidiaries are amalgamating. Tick or select “horizontal” if two or more wholly owned subsidiaries under the same parent are amalgamating. Choose an effective date and time. You can request a future effective time within the permitted window if you need to align with closing or accounting deadlines. If you need immediate effect, choose “on filing.”

11) Set out the name and share structure of the amalgamated company.

Insert the agreed name. If using a numbered name, leave the number to be assigned on filing. Provide the authorized share structure. Include a concise summary of special rights for each class or refer to a schedule. State the share treatment on amalgamation, such as the continuation of the parent’s shares and cancellation of subsidiary shares. Keep the language direct and unambiguous.

12) Provide the registered and records offices.

Enter the B.C. street addresses. Confirm access for service during business hours. Ensure mail and courier deliveries reach a responsible person.

13) List the directors.

Set out each director’s full name and delivery address. Double-check spelling and addresses. Confirm residency or eligibility requirements if your internal policies require them. Obtain written consents to act and retain them in the minute book.

14) Attach the articles and any schedules.

Attach the full text of the articles for the amalgamated company. If special rights and restrictions exceed the form space, attach them as a schedule and cross-reference. If you obtained a name reservation for a new name, include the reservation details in the space provided in the form.

15) Review solvency and status considerations.

Confirm that each amalgamating company is able to pay its liabilities as they become due and that the amalgamation will not render the amalgamated company insolvent. Confirm no amalgamating company is subject to an order that restricts amalgamation. If any material litigation or creditor process exists, consider the impact and seek approvals if needed. Document your analysis in the board materials.

16) Sign the form.

An authorized signatory for each amalgamating company must sign. Typically, a director signs on behalf of each company. Insert the name and title of each signatory and the date. By signing, the person certifies the accuracy of the information. Ensure the signer has board authority and understands the statements in the form.

17) File the application and pay the fee.

Submit the completed form, articles, and schedules, and pay the prescribed fee. If you requested a future effective time, confirm it is within the permitted period. Keep a copy of everything you submitted, along with proof of payment.

18) Obtain and store the amalgamation output.

On acceptance, you will receive confirmation of amalgamation and the assigned incorporation number if a numbered name was used. Store the filing confirmation, the certificate of amalgamation, the Notice of Articles for the amalgamated company, and stamped articles in the new minute book. Keep the predecessor minute books as historical records. You will reference them when proving title, security continuity, or corporate history.

19) Update your corporate records and notify stakeholders.

Record the amalgamation in the central securities register. Issue share certificates, if you use them, or update electronic records to reflect continuity. Update banking mandates and inform lenders. Notify your insurer, landlords, major customers, and suppliers. Update tax and payroll accounts. Update business licences and permits. If any registrations or filings list the predecessor companies, amend them to show the amalgamated company. If there are security registrations, review if any amendments are needed to reflect the new name or number.

20) Communicate with operational teams.

Provide the effective date and the new legal name to finance, HR, sales, and procurement. Update invoice templates, letterhead, and purchase orders. Confirm that IT systems reflect the change. Align the change management plan with the effective time to avoid operational disruptions.

Real-world example: A parent company holds two B.C. subsidiaries that each manage a regional service line. You choose a horizontal short form. You retain the name of the stronger brand as the amalgamated company name. You adopt the parent’s standard articles. You cancel the subsidiaries’ issued shares without consideration. You continue the parent’s share structure at the parent level unchanged. You set a Friday 11:59 p.m. effective time. On Monday, operations run under one legal entity with combined contracts and bank accounts.

Another example: A holding company and its sole B.C. operating subsidiary want one legal entity. You choose a vertical short form. You keep the operating company name for market continuity. The parents’ issued shares continue on a one-for-one basis as shares of the amalgamated company. The subsidiary’s shares are cancelled. Directors approve the articles and sign the form. You file mid-week for immediate effect. The next day, you update stakeholders and move forward with one company.

Common pitfalls are avoidable. Do not assume options or convertible notes are irrelevant. Even if out of the money, they are still rights that block short form eligibility. Do not forget to align the effective time with payroll cycles and upstream reporting. Make sure your share structure summary matches the attached articles word-for-word on rights and restrictions. Small mismatches can prompt questions and delay acceptance.

If you follow these steps, you can complete Form 14 with confidence. The key is to confirm eligibility early, keep details consistent across the form and attachments, and plan your post-filing updates before you file. That way, the legal change and the business change happen smoothly at the same time.

Legal Terms You Might Encounter

• Short-form amalgamation means a simplified merger of related companies. You use this route when one company owns all the shares of another, or when sister companies are all owned by the same parent. This form captures that ownership and confirms you meet the shortcut criteria.
• Vertical amalgamation is a merger between a holding company and one or more of its wholly owned subsidiaries. In this form, you confirm that the parent owns all issued shares of each subsidiary. You also state which company’s articles will govern the new company.
• Horizontal amalgamation is a merger of two or more sister companies that are each wholly owned by the same parent. In this form, you confirm common ownership at the parent level. You also indicate the new company’s name, offices, directors, and share structure.
• Wholly owned means one company (or the parent) owns 100% of all issued shares of the other. For this form, you must be able to truthfully certify this. Any minority share, option, or warrant would make you ineligible for short-form and push you to a long-form process.
• Articles are the internal rules of a company. This form asks you to choose which predecessor’s articles will become the articles of the amalgamated company. Short-form amalgamations typically use the holding company’s articles without change.
• Notice of Articles is the corporate record that lists the company’s key facts. It includes the name, share structure, registered office, records office, and directors. This form collects the details needed to generate the new Notice of Articles for the amalgamated company.
• Authorized share structure means the classes and the maximum number of shares the company can issue. In this form, you set the authorized structure of the amalgamated company. You also confirm how existing shares will be exchanged or canceled on amalgamation.
• Registered office and records office are the official addresses for the company. The registered office receives legal documents. The records office houses corporate records. This form requires both delivery and mailing addresses for each office.
• Effective date and time are when the amalgamation legally takes effect. You select immediate effectiveness or a future timestamp. This choice controls when the predecessors cease and the amalgamated company begins.
• Certificate of Amalgamation is the official proof that the merger is complete. Once this form is accepted and registered, the certificate will be issued. You use it to update banks, insurers, counterparties, and regulators.

FAQs

Do you need shareholder approval for a short-form amalgamation?

Usually, no. Short-form amalgamations rely on directors’ approvals because ownership is unified. You still need to check your articles, unanimous shareholder agreements, and major contracts. They might require consents or specific approvals before you file.

Do you need a name reservation for the amalgamated company?

You do if you plan to adopt a new name. If you keep the existing name of a predecessor, a reservation is usually not required. Confirm your exact name choice before you start the form to avoid delays.

Do you need an amalgamation agreement for a short-form?

Typically, no. Short-form amalgamations proceed by application rather than agreement. You still need internal resolutions, ownership confirmations, and a clear share treatment plan. Keep those in your minute book.

Do you have to list directors again for the amalgamated company?

Yes. The form asks for the directors who will serve after amalgamation. Gather legal names, delivery addresses, and consents. Check for any disqualifications before you file.

Do you have to get lender or landlord consent before filing?

Often, yes. Many contracts treat an amalgamation as a change of control or assignment. Review loan agreements, leases, supply contracts, and licenses. Get written consents where required. Filing without consent can trigger defaults.

Do assets, permits, and contracts transfer automatically on amalgamation?

By law, rights and obligations continue in the amalgamated company. Practically, you still need to update records. Some permits, licenses, and registrations require notices or re-issuance. Counterparties may have consent requirements you must meet.

Do you choose an effective date and time on the form?

Yes. You can file for immediate effectiveness or pick a future timestamp. Choose a time that lets you coordinate payroll, banking, and system cutovers. Avoid weekends or holidays if you need rapid confirmations.

Do you need to issue new share certificates after amalgamation?

Yes, if your company uses certificated shares. Cancel predecessor share certificates and issue new ones under the amalgamated company. Update the central securities register on the same day.

Checklist: Before, During, and After the Form 14 – Short Form Amalgamation Application (Vertical and Horizontal)

Before signing

• Confirm eligibility: vertical (parent owns all issued shares of the subsidiary) or horizontal (sisters all owned by the same parent).
• Prepare a simple ownership chart showing legal names and company numbers.
• Gather legal names and company numbers of all predecessors.
• Decide on the amalgamated company name; secure a reservation if you need a new name.
• Choose which predecessor’s articles will govern the amalgamated company.
• Define the authorized share structure of the amalgamated company.
• Decide share treatment: cancellation, exchange ratios, and consideration (if any).
• Confirm registered office and records office delivery and mailing addresses.
• Confirm the directors of the amalgamated company and gather their details and consents.
• Draft board resolutions for each amalgamating company approving the short-form amalgamation.
• Review contracts for consent or notice clauses (loans, leases, supply, franchise, guarantees).
• Check outstanding options, warrants, or convertible securities and resolve them if needed.
• Choose the effective date and time; plan operational cutover.
• Prepare payment method for filing fees.
• Align tax, payroll, and accounting teams on the amalgamation date.
• Prepare a minute book plan: resolutions, certificates, and registers to update.

During signing

• Verify that all company names are exactly correct and match the registry.
• Confirm the correct short-form type: vertical or horizontal.
• Check the new name spelling and assumed name rules, if any.
• Ensure the selected articles are identified correctly (usually the parents).
• Confirm registered office and records office addresses with postal codes.
• List all directors with full legal names and delivery addresses.
• Reconfirm the authorized share structure and any special rights.
• Review the share cancellation or exchange statements for consistency.
• Confirm that ownership statements (wholly owned) are true and complete.
• Set the effective date and time; avoid unintended immediate filings.
• Ensure signatories are authorized and using the correct titles.
• Attach any required consents or supporting statements, if applicable.
• Review every field against your resolutions and ownership chart.
• Save a final pre-submission copy for your records.

After signing

• Submit the form and pay the fee; capture proof of submission.
• Watch for acceptance; obtain the Certificate of Amalgamation.
• Save the certificate and new Notice of Articles in your records.
• Update the minute book: resolutions, registers, share certificates, and ledgers.
• Cancel predecessor share certificates and issue new ones.
• Update banking mandates, insurance policies, and payment processors.
• Notify key counterparties: lenders, landlords, suppliers, and customers.
• Update permits, licenses, registrations, and identifiers as required.
• Update payroll, benefits, tax accounts, and invoicing details.
• Align accounting systems; open the amalgamation date ledgers.
• Archive predecessor stationery and update templates and seals.
• Calendar any post-filing notices or renewals.

Common Mistakes to Avoid

Choosing the wrong amalgamation type

• Consequence: The registry may reject your filing. You also risk contractual breaches.
• Tip: Don’t guess. Map ownership before you complete the form.

Overlooking minority or contingent interests

• Consequence: You may not qualify for short-form, and the filing can be invalid.
• Tip: Don’t forget options, warrants, or earn-outs. Clean them up first.

Mismatching articles and shared terms

• Consequence: Conflicts with your share structure or governance can create disputes.
• Tip: Confirm the selected articles support your classes and special rights.

Incorrect or incomplete directors and office addresses

• Consequence: Service failures and compliance notices may be missed.
• Tip: Verify delivery and mailing addresses. Use the current director’s details.

Filing without third-party consents

• Consequence: Defaults under loans, leases, or key contracts.
• Tip: Don’t file until you gather required consents or waivers in writing.

Setting the wrong effective date and time

• Consequence: Operational disruption and reconciliation headaches.
• Tip: Coordinate with payroll, banking, and IT. Avoid end-of-day surprises.

What to Do After Filling Out the Form

Confirm acceptance and collect core documents

• Retrieve the Certificate of Amalgamation and the updated Notice of Articles.
• Save the filing confirmation and timestamp.

Complete post-amalgamation corporate actions

• Prepare post-amalgamation directors’ resolutions and officer appointments, if needed.
• Update the central securities register and issue new share certificates.
• Cancel predecessor share certificates and record the cancellations.
• Update the registered and records office registers.

Notify key stakeholders

• Tell lenders, landlords, suppliers, and major customers about the amalgamation.
• Provide the certificate and new corporate details as requested.
• Confirm continuity of guarantees, security, and indemnities.

Update operational and regulatory records

• Update banking mandates, signing authorities, and account names.
• Align insurance schedules and endorsements to the amalgamated company.
• Update payroll and benefits administrators with the new legal name.
• Notify tax, employment, and industry regulators as required.
• Update business identifiers where continuation requires notice.

Align systems and contracts

• Update invoicing, billing, letterhead, and email footers.
• Check contract assignment or continuation clauses. Paper any required notices.
• Refresh standing purchase orders and supplier profiles.

Transition assets and security registrations

• Confirm title and registrations reflect the amalgamated company.
• Update real property, equipment, vehicle, and intellectual property records.
• Review security registrations and file continuations or amendments as needed.

Manage records and communications

• Archive predecessor corporate records in the minute book.
• Keep a clear audit trail of decisions, consents, and notices.
• Brief the leadership team and department heads on the change.
• Provide a one-page FAQ to frontline staff for customer inquiries.

Plan follow-up compliance

• Calendar renewal dates for permits, licenses, and registrations.
• Schedule a 30-day check to confirm that all counterparties have updated their systems.
• Review financial covenants post-amalgamation to ensure continued compliance.

If changes are needed after filing

• Use amendments to update directors, offices, or share structure as required.
• Keep resolutions aligned with every registry update.
• Communicate changes to stakeholders promptly to avoid confusion.

Final distribution

• Share the filing package and minute book updates with directors.
• Provide finance, legal, and operations with the certificate and new details.
• Store signed resolutions and registers securely, both digitally and in hard copy.