Statutory Declaration on Amalgamation

Who Needs a Statutory Declaration on Amalgamation?

A Statutory Declaration on Amalgamation is for business owners, directors, or legal representatives involved in the process of amalgamating two or more corporations under Canadian law.

You’ll need this declaration when you’re:

• Filing articles of amalgamation with a corporate registry (federal or provincial, such as Corporations Canada or Ontario Business Registry),
• Confirming that all legal requirements for amalgamation have been met,
• Swearing to the accuracy of the information provided in the amalgamation documents.

This declaration is a key step in legally combining companies into one new entity.

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What Is a Statutory Declaration on Amalgamation?

A Statutory Declaration on Amalgamation is a sworn legal statement confirming that:

• The amalgamation complies with the laws and regulations under the applicable corporate statute (such as the Canada Business Corporations Act or Ontario’s Business Corporations Act),
• The corporations involved have followed due process—including approvals by boards of directors and shareholders,
• All necessary documents, such as Articles of Amalgamation, have been prepared accurately,
• The information being submitted to the corporate registry is true and complete.

This declaration helps ensure that the new amalgamated corporation is formed legally and properly.

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Where Is This Declaration Submitted?

You submit the Statutory Declaration on Amalgamation along with the Articles of Amalgamation and other required forms to the appropriate corporate registry:

• Corporations Canada for federal amalgamations, or
• The relevant provincial corporate registry (such as the Ontario Business Registry).

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Why You Need a Notarized Declaration

A Statutory Declaration must be sworn or affirmed in front of a notary public, lawyer, or commissioner of oaths.

Notarizing the form confirms that:

• The information you are providing is true and accurate,
• You understand the legal responsibility of your statement,
• The declaration has legal weight in the corporate amalgamation process.

Without notarization, the corporate registry may reject your amalgamation application.

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How to Complete and Notarize a Statutory Declaration on Amalgamation

Here’s a simple step-by-step guide:

1. Provide the names of the corporations involved in the amalgamation.
2. Confirm that all legal requirements have been met, such as:
   • Shareholder approvals,
   • Board resolutions,
   • Compliance with applicable laws.
3. Include your personal details as the person making the declaration:
   • Full legal name,
   • Position within the company (e.g., director, officer, lawyer).
4. Swear or affirm the declaration in front of a notary public, lawyer, or commissioner of oaths.
5. Submit the notarized declaration along with your Articles of Amalgamation to the corporate registry.

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Final Note

A Statutory Declaration on Amalgamation is a vital part of merging companies in Canada. It ensures that the amalgamation process is legal, transparent, and properly documented.

By completing the declaration carefully, having it notarized, and submitting it with your amalgamation documents, you help ensure your application is accepted and your new corporation is recognized without delays.

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