Board Resolution (Amalgamation) (Vertical Short Form) (BCBCA)

Summary

This precedent contains resolutions of the directors approving a short form vertical amalgamation under the British Columbia Business Corporations Act, S.B.C. 2002, c. 57 (the "BCBCA"). It contains practical guidance and drafting notes. Vertical short form amalgamation is between a parent or holding company and one or more of its wholly owned subsidiaries (BCBCA, s. 273(1)) provided that the issued shares of each amalgamating subsidiary company are held by one or more of the other amalgamating companies (BCBCA, s. 273(1)(b)). A vertical short form amalgamation may be used to consolidate a parent-subsidiary corporate structure. A vertical short form amalgamation must be approved by special resolution of the parent holding company or by a resolution of its directors (BCBCA, s. 273(1)(c)). The precedent sets out the purpose of the resolutions and the resolutions themselves, including authorization of the amalgamation, adoption of the articles, securities issuance, cancellation of ...