Form 34 – Notice of Amalgamation

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

What is a Form 34 – Notice of Amalgamation?

Form 34 is the prescribed land title form used to update the public register when corporations amalgamate. You use it to notify the land title registry that one or more predecessor corporations have combined into a single continuing corporation. The registry then amends affected titles and registered interests so the record reflects the correct corporate name.

Who typically uses this form?

Corporate landowners and corporate charge holders. That includes companies that own property, lenders that hold mortgages, and entities that hold other registered interests such as easements, leases, covenants, or judgments. If any of those rights are recorded under a predecessor corporation’s name, you must file a notice to align the register with the new corporate identity.

Why would you need this form?

Because amalgamation operates by law, the continuing corporation takes over all property and interests of the predecessors. The register does not update itself. Until you file the notice, the register will still show the old corporate name as owner or holder. That mismatch creates friction. You may face delays when selling property, discharging or assigning a mortgage, registering a plan, or enforcing a charge. Filing Form 34 avoids those problems by confirming to the registrar that the property is now vested in the continuing corporation.

Typical usage scenarios

• You are a company that just amalgamated with a related company. One or both held title to real property. You file Form 34 to show that the continuing corporation now owns those titles.
• You are a lender that amalgamated with another lender. Your predecessor was the registered mortgagee on many mortgages. You file Form 34 to show that the continuing corporation now holds those charges.
• You are a corporate tenant under a long-term lease that is registered on title. After amalgamation, you file to update the leaseholder’s name to the continuing corporation.
• You are a developer or utility company holding covenants or statutory rights of way. You file to update the registered holder to the continuing corporation.
• You are an out-of-province or federal corporation that amalgamated. You maintain registration in British Columbia and hold land or charges in BC. You file Form 34 once the amalgamation is effective and your local registration is in order.

This form is not a transfer. You are not changing ownership by conveyance. You are notifying the registrar of a change that already happened by law. The filing keeps the register accurate and your records clean for future dealings.

When Would You Use a Form 34 – Notice of Amalgamation?

Use Form 34 after an amalgamation is legally effective and you have property interests registered in British Columbia under a predecessor name. Time matters. File as soon as possible after the effective date so future filings are not refused or delayed.

A common situation is a holding company that owns several parcels. It amalgamates with a sister company that holds one more property. The continuing corporation now owns all parcels. Before listing a property for sale, you file Form 34 to update each title to the continuing corporation. That avoids last-minute title issues at completion.

Another frequent case is a financial institution or private lender. It amalgamates as part of a corporate reorganization. Its predecessor name still appears as mortgagee on hundreds of charges. Without a notice on file, every discharge or assignment will require extra explanations. Filing Form 34 once, with a schedule listing the instrument numbers, updates the registry and smooths every following transaction.

You may also be counsel for a corporate tenant under a long-term ground lease, a bare trustee on title, or a renewable energy company holding registered rights of way. In each case, your client’s interest is recorded under a predecessor corporate name. The registry needs to see who now holds the interest. Form 34 does that.

If you are a federal corporation, or a corporation from another province, you may amalgamate outside BC. You still use Form 34 for BC properties and interests. You should ensure the continuing corporation is properly registered to carry on business in BC. The land title registry will expect you to include proof of the amalgamation and, where relevant, proof that the continuing corporation exists and is recognized in BC.

Do not use this form for a simple corporate name change without amalgamation. There is a different form for name changes. Use Form 34 only where two or more corporations have combined into one.

Legal Characteristics of the Form 34 – Notice of Amalgamation

The form is a statutory notice to the land title registrar. It is legally effective because it is prescribed and used to update the register. The underlying property movement is not created by the form. The property and charges vest in the continuing corporation by law on amalgamation. The form records that fact in the public title system. Once accepted, the registrar amends the register to show the continuing corporation as owner or holder.

What ensures enforceability?

• The form is prescribed and standardized. The fields and declarations match what the registrar requires to amend the register.
• You must attach proper evidence. The registrar relies on a certificate or certified record of the amalgamation to verify the change.
• The form must be executed by an authorized person and, when required, certified by an officer. Execution and, for paper filings, witnessing rules protect the integrity of the filing.

The legal effect of filing is documentary. It confirms title continuity and clears the path for future registrations. It helps maintain priority. For example, if a mortgagee has amalgamated, registering the notice ensures later instruments referencing the new name fit the existing priority chain without question.

General legal considerations

• The notice is not a transfer and does not attract property transfer tax. You are not moving property by conveyance. You are recording a legal result of the amalgamation.
• The continuing corporation steps into all rights and obligations of the predecessors. Encumbrances, options, and covenants remain in place. Form 34 does not alter those rights. It just updates the name on the register.
• If multiple titles or instruments are affected, you can add schedules. The registrar expects clarity and complete cross-referencing.
• If the amalgamation is from outside the province or under federal law, ensure the continuing corporation is recognized to hold land in BC. Evidence of status may be needed.
• If there was only a name change with no amalgamation, use the correct name-change form instead. Filing the wrong form will cause rejection.
• If a trust relationship exists (for example, a bare trustee), confirm the correct entity’s name is updated. If the trustee amalgamated, the trustee’s name on title is updated. The beneficial owner does not appear on the register.
• If a charge is registered in favor of a predecessor, make sure the instrument number is listed. The registrar updates the charge register against that instrument. That supports smooth discharges, renewals, amendments, or assignments later.
• If the amalgamation includes multiple predecessors, list all of them. The register needs a complete chain so that any title search ties each predecessor to the continuing corporation.

False statements on a land title filing carry serious consequences. Do not guess at dates or corporate numbers. Use official records, and attach proper evidence.

How to Fill Out a Form 34 – Notice of Amalgamation

You complete the form once the amalgamation is effective. Gather your documents and information before you start. Work methodically to avoid rejection.

Step 1: Confirm the amalgamation details

• Identify the exact legal names of each predecessor corporation. Use the names as they appear on official amalgamation documents.
• Confirm the exact legal name of the continuing corporation.
• Note the effective date of the amalgamation. You will enter this date on the form.
• Collect corporate numbers for each predecessor and the continuing corporation. If you are a federal or out-of-province corporation, note your BC registration number as well.
• If any corporation changed name on the same date, confirm the sequence of events. You need the amalgamation data, not just a rebrand.

Step 2: Identify the affected interests

• For property ownership, list each parcel identifier (PID) and, if requested, the legal description. If you have many titles, prepare a schedule. Check each PID carefully. Typos cause rejections.
• For registered charges (mortgages, easements, covenants, leases, judgments), list each instrument number. If the charge burdened several titles, you still list the single instrument number. Use a schedule if the list is long.
• If both titles and charges are affected, be clear. The form allows for multiple categories. Keep ownership items separate from charge items so the registrar can process each update correctly.

Step 3: Complete the applicant information

• Insert the name of the continuing corporation as the applicant. This is the corporation that now owns or holds the interests.
• Provide a mailing address for service. Use an address where you can receive correspondence. Include an email and phone number if the form provides space.
• If an agent or law firm is submitting, include the contact person’s name and file reference. That helps with any registrar inquiries.

Step 4: Complete the amalgamation declaration

• Enter the effective date of the amalgamation.
• List each predecessor corporation by full legal name and corporate number.
• Confirm that each predecessor and its property and interests have continued into the continuing corporation as a result of the amalgamation.
• State the full legal name and corporate number of the continuing corporation.
• If the continuing corporation is registered extra-provincially, include that registration number if requested.

Step 5: Attach evidence

• Attach a certificate of amalgamation or similar official proof. The registrar expects an original or a certified copy. If you are submitting electronically through an authorized filer, a scanned certified copy is typically acceptable.
• If the amalgamation occurred outside BC, include evidence that the continuing corporation exists and is recognized to hold land in BC. This may include a current registration statement or certificate of status.
• If you have many titles or instruments, attach schedules listing PIDs and instrument numbers. Label each schedule clearly. Cross-reference each schedule within the body of the form.
• If any corporate names are very similar, consider attaching a short cover note to avoid confusion. It is not mandatory, but clarity helps.

Step 6: Execution

• The form must be signed by a person with authority to bind the continuing corporation. This is usually a director or officer.
• Print the signatory’s name and office below the signature line. Make sure it is legible.
• If filing in paper, have the signature witnessed by an officer if required. An officer is a person authorized to take acknowledgments for land title instruments. They will complete the officer certification on the form.
• If filing electronically via an authorized filer, the filing professional’s certification replaces physical witnessing. The signatory does not appear before the registrar.
• If an agent signs for the corporation under a power of attorney, ensure the power of attorney is already registered against title or filed with the registry. Cross-reference the filing number. Include a copy if the registry requires it.

Step 7: Review for internal consistency

• Check that the effective date matches the supporting certificate.
• Check that every predecessor listed has a logical connection to the titles or charges listed. Do not list unrelated corporations.
• Ensure the continuing corporation name is spelled exactly as on the certificate.
• Verify that all PIDs and instrument numbers are correct. Compare your list to a current title search or charge search.
• Confirm that attached schedules are labeled and referenced. For example, “See Schedule A for PIDs” and “See Schedule B for instrument numbers.”

Step 8: Filing method and fees

• Determine your filing method. Most submissions are made electronically through an authorized professional. Paper filings are accepted only in limited situations.
• Ensure you have the correct fee for each affected title or instrument. Fees are typically per registration or per item updated. If you are updating both title ownership and one or more charges, account for each.
• Prepare a submission cover page if your method requires it. Include your contact details for any examiner questions.

Step 9: After filing

• Monitor for confirmation that the filing is accepted and registered. If the registry raises a defect, respond promptly and provide any missing information.
• Order updated title searches for a sample of affected titles to confirm the continuing corporation now appears as owner. For charges, order a charge search for a sample instrument to confirm the mortgagee or holder is updated.
• Update your internal records. Align your minute book, property lists, and closing checklists with the new corporate name and registration details.

Practical tips and examples

• Consolidate filings: If you have many mortgages, group them in one Form 34 with a schedule. That saves time and fees compared with separate filings for each instrument.
• Sequence matters: If you plan to register a discharge, assignment, or plan soon after amalgamation, file Form 34 first. Allow time for processing. That way, the subsequent filing will match the name on the register.
• Distinguish similar events: If your corporate change is only a name change, use the correct notice for name changes. If you amalgamated and changed name on the same day, you still use Form 34. The amalgamation is the core event.
• Out-of-province amalgamation: If you amalgamated under federal law or in another province, confirm the continuing corporation’s status in BC. The registry may require proof. File that with your notice to avoid a defect.
• Bare trusteeship: If a bare trustee on title amalgamated, file Form 34 under the trustee’s corporate name. You do not need to disclose the beneficial owner to update the register.
• Long leases: If you are the tenant on a long-term lease and have amalgamated, list the lease instrument number. The registry will update the leaseholder’s name on the charge register.

Common Mistakes to Avoid

• Wrong form: Filing a name-change notice when you actually amalgamated, or vice versa. Confirm which event occurred.
• Missing evidence: Not attaching the certificate of amalgamation or attaching an uncertified copy when certification is required.
• Incomplete lists: Updating one title but overlooking other parcels or instruments held by a predecessor.
• Signature issues: The signatory lacks authority, or officer certification is missing where required.
• Inaccurate identifiers: Typing errors in PIDs, instrument numbers, or corporate numbers. These cause defects or misapplied updates.

By following the steps above and double-checking your details, you can complete Form 34 with confidence. Your goal is simple: align the public register with your current corporate reality so every future land title dealing proceeds without delay.

Legal Terms You Might Encounter

• Amalgamation means two or more corporations combine to continue as a single corporation. You use this form to notify the corporate registry that the amalgamation is happening. The form records the key details about who is merging and what the new corporation will look like.
• Amalgamating corporations are the existing corporations that merge. You identify each one on the form by its full legal name and incorporation number. You also confirm each one is authorized to amalgamate.
• The amalgamated corporation is the single corporation that exists after the merger. The form states its name, share structure, and address information. If it continues under a new name, you confirm that name is available and approved.
• Articles are the internal rules of the corporation. When corporations amalgamate, they agree on a single set of articles for the amalgamated company. The form asks you to confirm that the articles for the amalgamated company are set and approved.
• Registered office is the official address for service of legal documents. Records office is where corporate records are kept. The form requires complete addresses for both. Use physical addresses where needed and ensure they can receive documents during business hours.
• Special resolution is a higher level of shareholder approval than an ordinary vote. If your amalgamation needs shareholder approval, you confirm those resolutions are passed. The form may require you to state that the approvals exist and are on file.
• Directors’ resolution is the formal approval by the board of each amalgamating corporation. You confirm the board has approved the plan and the filing. The form relies on that approval, even if you do not attach the resolution.
• Short-form amalgamation is a simplified merger used when corporations meet certain ownership relationships. For example, a parent and its wholly owned subsidiary. If you rely on a short-form process, you indicate that on the form and ensure the ownership details support it.
• Effective date (and time) is when the amalgamation legally takes effect. You set that date on the form. Filing date and effective date can differ if you choose a later effective date. You cannot backdate an effective date that has already passed.
• Continuance of rights and liabilities means the amalgamated corporation takes over all assets, contracts, permits, and debts. The form does not list each item, but your confirmation triggers this legal continuity. You still need to notify third parties after filing.

FAQs

Do you need to reserve the new corporate name before you file?

If you are changing the name, reserve it before you file. Name review takes time and can delay your amalgamation. If you keep the exact name of one amalgamating corporation, confirm that the registry will accept it for the amalgamated entity. Make sure the form matches the approved name exactly.

Do you need shareholder approval for every amalgamation?

Not always. Some structures permit a short-form amalgamation without shareholder votes. Many others require special resolutions of shareholders for each amalgamating corporation. Review your ownership structure and articles to confirm what approvals you need. The form will rely on your certification that required approvals exist.

Do you choose the effective date, or does the registry set it?

You can usually choose an effective date and, at times, a specific time. You cannot choose a date in the past. If timing matters, file early and select a future effective date. That gives you time to arrange closings and stakeholder notices.

What happens to existing contracts, permits, and leases?

They continue with the amalgamated corporation, unless a contract says otherwise. Check for change-of-control or assignment clauses. Some agreements require notice or consent on amalgamation. Prepare these notices before filing. Use the effective date to coordinate the timing.

Will your tax accounts and payroll carry over automatically?

Expect changes. The tax authority may issue a new business number or adjust existing accounts. Payroll and indirect tax programs may need updates. Inform your payroll provider, accountant, and relevant agencies right after filing. Keep evidence of the amalgamation handy.

Can you amalgamate if one corporation is not in good standing?

That often creates delays. Clear any outstanding annual reports, fees, or penalties before filing. The registry can refuse or hold your filing if an amalgamating corporation is not current. Confirm status for each corporation in advance.

What if you make a mistake on the form after filing?

You may need to file a correction or amendment. The process depends on the nature of the error. Contact the registry as soon as you find the issue. Keep all supporting resolutions and name approvals ready in case the registry asks for proof.

Do you need to file annual reports for the pre-amalgamation corporations after the merger?

No. Those corporations stop existing at the effective time. You file annual reports for the amalgamated corporation going forward. Make sure all pre-amalgamation filings are up to date before the merger to avoid post-filing issues.

Checklist: Before, During, and After the Form 34 – Notice of Amalgamation

Before signing

• Confirm the ownership structure. Decide if you qualify for a short-form amalgamation.
• Reserve the amalgamated corporation’s name if it will change.
• Confirm each corporation is in good standing. File any overdue annual reports and pay fees.
• Prepare the plan of amalgamation and agreed form of articles.
• Obtain board approvals for each amalgamating corporation.
• Obtain shareholder approvals if required by law or articles.
• Choose the registered office and records office addresses for the amalgamated corporation.
• Confirm directors and their delivery addresses for the amalgamated corporation.
• Confirm share structure and any special rights or restrictions.
• Assemble incorporation numbers and exact legal names for all amalgamating corporations.
• Collect signing authority details for the person completing the form.
• Plan the effective date and time. Coordinate with closings and lender requirements.
• Review key contracts for notice or consent requirements.
• Prepare a communication plan for banks, insurers, landlords, and regulators.
• Align accounting, payroll, and tax changes for the effective date.

During signing

• Verify the exact legal names and incorporation numbers of all amalgamating corporations.
• Confirm the approved name of the amalgamated corporation matches the name reservation.
• Check the effective date and time. Ensure it is not in the past.
• Confirm the registered office and records office addresses are complete and accurate.
• Review the directors’ names and addresses for accuracy and format.
• Confirm the share structure, including classes and any special rights.
• Ensure the articles referenced are the final agreed version.
• Confirm whether the amalgamation is long-form or short-form.
• Check that you have the correct signing capacity and authority.
• Review all dates, spellings, and numbers one more time before execution.

After signing

• Submit the form and pay the filing fee.
• Track the filing status until you receive confirmation of acceptance.
• Obtain and save the proof of amalgamation (such as certificate or confirmation).
• Update the corporate minute book with all approvals and the confirmation.
• Notify banks and update signing authorities.
• Inform insurers and update policyholder name and assets.
• Notify landlords, key customers, suppliers, and partners.
• Update permits, licences, and registrations.
• Coordinate with your accountant to update tax and payroll accounts.
• Update digital assets, website notices, and invoicing details.
• Update asset registers and security filings, if any.
• Store all records at the records office and keep backups.

Common Mistakes to Avoid in Form 34 – Notice of Amalgamation

• Using a name that isn’t approved. If you file with a name that differs from your reservation, the registry can reject the filing. Don’t forget to copy the approved name exactly, spacing and punctuation included.
• Missing shareholder or director approvals. If required approvals are not in place, the filing may be refused or challenged. Don’t rely on verbal approvals. Keep signed resolutions on file before you submit.
• Picking the wrong effective date or time. A past date or a date that conflicts with closing milestones can cause legal and operational issues. Don’t forget to allow for bank cutoffs, payroll cycles, and weekends.
• Incorrect registered or records office addresses. Wrong addresses can invalidate service of legal documents or miss regulatory mail. Don’t forget to use a reliable physical address that is staffed during business hours.
• Failing to review contracts for notice or consent. Some contracts treat amalgamation like a change of control. You could breach the agreement by not notifying. Don’t forget to check leases, loans, vendor agreements, and licences.
• Ignoring tax and payroll transitions. Account mismatches can delay remittances and refunds. Don’t forget to update the business number, payroll accounts, and indirect tax programs right after filing.

What to Do After Filling Out Form 34 – Notice of Amalgamation

1. File the form and pay the fee. Submit promptly to secure your chosen effective date. If you need a specific time, confirm the registry accepts it.
2. Watch for acceptance. The registry may issue a confirmation or certificate. Review it for name, effective date, and corporation number. Save it digitally and in hard copy.
3. Update your corporate records. Place the certificate, the plan of amalgamation, resolutions, and the final articles in the minute book. Update the central securities register to reflect the new share structure.
4. Notify key stakeholders in order. Start with banks, lenders, and insurers. Then notify landlords, regulators, and major customers. Share the effective date and the new legal name. Provide a copy of the confirmation if requested.
5. Refresh tax and payroll accounts. Coordinate with your accountant to update the business number and program accounts. Confirm payroll remittances and year-end reporting under the correct entity.
6. Align contracts and licences. Send formal notices where required. Obtain consents if any agreements require them. Update licence records with the new legal name and corporation number.
7. Consolidate operations. Merge duplicate vendor accounts, customer profiles, and subscriptions. Update invoicing details and terms. Migrate assets and intellectual property records into the amalgamated corporation’s name.
8. Close out pre-amalgamation records. Mark the old corporate minute books as closed. Keep them with the amalgamated corporation’s records. Retain financial and tax records for the required retention periods.
9. Plan for corrections if needed. If you spot a filing error, prepare a correction request. Keep your resolutions, name approval, and supporting documents ready to respond to registry questions.
10. Communicate internally. Brief your finance, HR, sales, and operations teams. Share the effective date, new legal name, and process changes. Assign owners for each post-filing task and set deadlines.
11. Review insurance coverage. Confirm that assets, locations, and activities are properly scheduled under the amalgamated entity. Adjust limits and endorsements as needed.
12. Monitor compliance dates. Track your next annual report due date. Confirm that registered and records office addresses are current. Calendar renewal dates for licences and permits under the new entity.