Amalgamation

A society may amalgamate with one or more other societies or extraprovincial non-share corporations and continue as one society.

Restrictions:

  • A pre-transition society must not amalgamate with another corporation.
  • A society must not amalgamate with another corporation to form a corporation in a jurisdiction other than British Columbia or a corporation that is not a society.

 

What You Will Need to Amalgamate

Amalgamating corporations must have entered into an amalgamation agreement that sets out the

  • Terms and conditions of the amalgamation
  • Details necessary to perfect the amalgamation and provide for the subsequent management and operation of the amalgamated society, including the constitution and bylaws proposed for the amalgamated society

Each amalgamating B.C. society must have adopted the amalgamation agreement by special resolution.

Extraprovincial non-share corporations need to obtain authorization for amalgamation.  The authorization should come from the official in the extraprovincial non-share corporation’s home jurisdiction whose role in that jurisdiction is similar to the role of the registrar in B.C.

  • Name of each amalgamating corporation
  • Home jurisdiction of any amalgamating corporation that is an extraprovincial non-share corporation (where the extraprovincial non-share corporation was incorporated or otherwise formed)

Unless the amalgamated society will adopt the name of one of the amalgamating B.C. societies, you will need to choose a new name for the amalgamated society.

To ensure the public is not confused or misled by similar corporate names, the name for your society must be approved by the registrar. You may wish to have three name choices ready in case your first choice is not available.

The constitution contains the society's name and its purposes.

Prepare the constitution in a format that can be emailed.

Member-funded societies: To choose to become a member-funded society upon amalgamation, all of the amalgamating corporations must already be member-funded societies (unless otherwise authorized by the court). If the choice is made, the following statement will be  automatically included as part of the society’s constitution:

This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members.

 

A society’s bylaws contain rules for governing the society, including provisions for membership, directors and general meetings.

Prepare bylaws in a format that can be emailed.

Societies need to provide the full names and addresses of all the directors of the society.

A director’s address may either be the director’s residential address or an address at which the director is available to receive deliveries during normal business hours: 9 am to 4 pm local time, Monday to Friday.

The Societies Act requires all societies to maintain a registered office in British Columbia. Societies need to provide a mailing address and a delivery address (if different from the mailing address). An email address is also requested.

A delivery address is a location at which a record could be physically left with a representative or agent of the society, or in a mail slot at that address. The email address will be used to send notifications like the Annual Report reminder and information regarding any upcoming Corporate Registry changes.

 

Let's Begin

If the amalgamated society will be adopting the name of one of the amalgamating societies, continue to Step 2. Otherwise, submit a name request to reserve a name.

Once you log in to Societies Online, choose Amalgamation from the menu on the Home Page. Complete the online name request application. You will receive a name request reservation number once the name has been approved and reserved for your society.

Note: If you are using Societies Online for the first time, you will be asked to create a BCeID account.

Once you receive the name request reservation number, print and complete a copy of the Amalgamation application form. Follow the instructions on the form to send your bylaws and constitution to the Corporate Registry.

Send the completed form, required documents and payment to:

BC Registries and Online Services

PO Box 9431 Stn Prov Govt

Victoria, BC  V8W 9V3

Cheque or money order should be made payable to the Minister of Finance. You may also make payment through your BC Online account.

 

Certificate and Notification

Once the filing is complete, the society will receive certified copies of the amalgamation documents, including the certificate of amalgamation, the constitution and bylaws of the society and a statement of directors and registered office.

Notification of the amalgamation will be published by the registrar.

Download the Form

A Matter of Public Record

Amalgamation applications and other records filed with the Corporate Registry may be accessed by the general public.

Need Help?

Contact Information

Questions? Registry phone lines are open Monday through Friday, excluding statutory holidays, from 8:30 am to 4:30 pm Pacific Time.

Telephone: Within Canada & USA: 1 877 526-1526
Alternate
Telephone:
Outside of Canada & USA: 1 250 387-7848
Street
Address:
Courier Deliveries: 200-940 Blanshard Street, Victoria BC, V8W 3E6
Mailing
Address:
PO Box 9431 Stn Prov Govt, Victoria BC, V8W 9V3
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