[{"data":1,"prerenderedAt":536},["ShallowReactive",2],{"document-statutory-declaration-on-amalgamation-D89":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":41,"customDescModule":182,"customdescription":6,"mdFm":183,"mdProseHtml":535},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"STATUTORY DECLARATION This Statutory Declaration (the \"Agreement\") is effective [DATE], [YOUR COMPANY NAME] (the \"Corporation\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] DO SOLEMNLY DECLARE THAT: I, [INDIVIDUAL NAME], of the City of [CITY], in the [State/Province] of [STATE/PROVINCE], do solemnly declare that: 1. I am the [POSITION] of [YOUR COMPANY NAME] (the \"Corporation\"), one of the amalgamating corporations and as such, have knowledge of the matters herein declared to. 2. I have conducted such examinations of the books and records of the Corporation and have made such inquiries and investigations as are necessary to enable me to make this declaration. 3. I have satisfied myself that: (a) there are reasonable grounds for believing that:",null,"Statutory Declaration on Amalgamation","2",38,"doc","https://templates.business-in-a-box.com/imgs/1000px/statutory-declaration-on-amalgamation-D89.png","https://templates.business-in-a-box.com/imgs/250px/89.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#89.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","statutory declaration amalgamation","Statutory Declaration on Amalgamation Template","https://templates.business-in-a-box.com/imgs/400px/89.png","https://templates.business-in-a-box.com/imgs/600px/89.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Legal Agreements","/templates/business-legal-agreements/",{"label":39,"url":40},"Equity & Mergers","/templates/equity-and-mergers/",[42,46,50,54,58,62,66,70,74,78,82,86,103,118,135,151,169],{"label":43,"url":44,"thumb":45,"extension":10},"Affidavit Statutory Declaration","/template/affidavit-statutory-declaration-D5185","https://templates.business-in-a-box.com/imgs/250px/5185.png",{"label":47,"url":48,"thumb":49,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":51,"url":52,"thumb":53,"extension":10},"Declaration of Trust","/template/declaration-of-trust-D93","https://templates.business-in-a-box.com/imgs/250px/93.png",{"label":55,"url":56,"thumb":57,"extension":10},"Solemn Declaration","/template/solemn-declaration-D917","https://templates.business-in-a-box.com/imgs/250px/917.png",{"label":59,"url":60,"thumb":61,"extension":10},"Confirmation of By-Law of Amalgamation","/template/confirmation-of-by-law-of-amalgamation-D83","https://templates.business-in-a-box.com/imgs/250px/83.png",{"label":63,"url":64,"thumb":65,"extension":10},"Declaration of the Sole Shareholder","/template/declaration-of-the-sole-shareholder-D92","https://templates.business-in-a-box.com/imgs/250px/92.png",{"label":67,"url":68,"thumb":69,"extension":10},"Declaration of Doing Business","/template/declaration-of-doing-business-D1007","https://templates.business-in-a-box.com/imgs/250px/1007.png",{"label":71,"url":72,"thumb":73,"extension":10},"Amalgamation Agreement (100% Subsidiary)","/template/amalgamation-agreement-100-subsidiary-D854","https://templates.business-in-a-box.com/imgs/250px/854.png",{"label":75,"url":76,"thumb":77,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":79,"url":80,"thumb":81,"extension":10},"Board Resolution Approving Declaration of Final Dividend","/template/board-resolution-approving-declaration-of-final-dividend-D41","https://templates.business-in-a-box.com/imgs/250px/41.png",{"label":83,"url":84,"thumb":85,"extension":10},"Board Resolution Approving Declaration of Dividend & Loan","/template/board-resolution-approving-declaration-of-dividend-loan-D40","https://templates.business-in-a-box.com/imgs/250px/40.png",{"description":87,"descriptionCustom":6,"label":88,"pages":8,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":101,"url":102},"bizBOARD RESOLUTION OF [YOUR COMPANY NAME] APPROVING COMPENSATION FOR BOARD OF DIRECTORS DULY PASSED ON [DATE] APPROVAL OF COMPENSATION FOR BOARD OF DIRECTORS WHEREAS, the Board of Directors (\"Board\") of [YOUR COMPANY NAME] has determined a need to delineate the specific categories of activities for which attendance fees are paid to members of the Board for the discharge of its board-related duties; and WHEREAS, members of the Board of [YOUR COMPANY NAME] determined that attendance fees should be paid to members only for the specified categories of activities enumerated below; and WHEREAS, members of the Board of [YOUR COMPANY NAME] determined that the maximum daily honoraria payable to members shall be set at 1/[NUMBER]th of the salary of [YOUR COMPANY NAME] President and shall adjust automatically upon adjustment of the President's salary; and WHEREAS, members of the Board of [YOUR COMPANY NAME] determined that the current daily honoraria of [DOLLAR AMOUNT] shall remain unaltered. RESOLVED, that effective [DATE] Board members may be paid for:","Board Resolution Approving Compensation for Board of Directors",28,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-approving-compensation-for-board-of-directors-D39.png","https://templates.business-in-a-box.com/imgs/250px/39.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#39.xml",{"title":6,"description":6},[95,97,99],{"label":17,"url":96},"business-plan-kit",{"label":20,"url":98},"board-of-directors",{"label":23,"url":100},"business-resolutions","board resolution approving compensation for board directors","/template/board-resolution-approving-compensation-for-board-of-directors-D39",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":116,"url":117},"SHAREHOLDERS RESOLUTION OF [YOUR COMPANY NAME] The undersigned, being all the shareholders of [YOUR COMPANY NAME], hereby sign the following annual resolutions: RESOLVED THAT: These resolutions are in place of an annual meeting of shareholders of the company. The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountants' name], Chartered Accountants, under their comments dated [Date], are received. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved. [Directors names] are continued as directors of the company. No auditor be appointed for the current fiscal year of the company. OR","Shareholders Resolution","1",31,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-resolution-D88.png","https://templates.business-in-a-box.com/imgs/250px/88.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#88.xml",{"title":6,"description":6},[113,114,115],{"label":17,"url":96},{"label":20,"url":98},{"label":23,"url":100},"shareholders resolution","/template/shareholders-resolution-D88",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":134},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":127,"description":6},"non disclosure agreement nda",[129,131],{"label":36,"url":130},"business-legal-agreements",{"label":132,"url":133},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":144,"keywords":149,"url":150},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[145,146],{"label":36,"url":130},{"label":147,"url":148},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":167,"url":168},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[161,164],{"label":162,"url":163},"Finance & Accounting","finance-accounting",{"label":165,"url":166},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":170,"descriptionCustom":6,"label":171,"pages":121,"size":122,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":177,"keywords":180,"url":181},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":176,"description":6},"letter of intent_acquisition of business",[178,179],{"label":36,"url":130},{"label":36,"url":130},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":184,"reviewer":197,"legal_disclaimer":201,"quick_facts":202,"at_a_glance":204,"personas":208,"variants":233,"glossary":259,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":462,"diy_vs_lawyer":476,"jurisdictions":489,"related_template_ids_curated":510,"schema":522,"classification":523},{"meta_title":185,"meta_description":186,"primary_keyword":187,"secondary_keywords":188},"Statutory Declaration on Amalgamation Template (Free Word)","Free statutory declaration on amalgamation template for corporate mergers. Trusted by companies in USA, Canada, UK, Australia, and 190+ countries. Free Word and PDF download.","statutory declaration on amalgamation",[189,190,191,192,193,194,195,196],"amalgamation declaration template","corporate amalgamation declaration","statutory declaration amalgamation word","company merger statutory declaration","amalgamation solvency declaration","corporate merger declaration template","amalgamation certificate declaration","business amalgamation legal document",{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":203,"legal_review_recommended":201,"signature_required":201,"notarization_required":201},"advanced",{"what_it_is":205,"when_you_need_it":206,"whats_inside":207},"A Statutory Declaration on Amalgamation is a sworn legal document executed by a director or officer of each amalgamating corporation, confirming that the proposed merger satisfies all statutory conditions — including solvency, creditor protection, and regulatory compliance — required before the amalgamation can be registered and take legal effect. This free Word download gives you a professionally structured template you can edit online and export as PDF for submission to the relevant corporate registry.\n","Use it when two or more corporations are merging into a single continuing entity and the governing corporate statute requires a sworn officer declaration as part of the amalgamation filing package. It is typically executed immediately before or concurrently with the submission of amalgamation articles to the corporate registry.\n","Declarant and corporation identification, recitals of the amalgamation agreement, solvency and going-concern confirmations, creditor and shareholder notice declarations, compliance with statutory conditions, officer signature blocks, and a commissioner or notary jurat.\n",[209,213,217,221,225,229],{"title":210,"use_case":211,"icon_asset_id":212},"Corporate lawyers","Preparing the amalgamation filing package for client corporations merging under provincial or federal statute","persona-corporate-lawyer",{"title":214,"use_case":215,"icon_asset_id":216},"In-house counsel","Managing a subsidiary amalgamation or vertical short-form merger within a corporate group","persona-in-house-counsel",{"title":218,"use_case":219,"icon_asset_id":220},"Corporate directors and officers","Executing sworn declarations confirming solvency and statutory compliance before amalgamation registration","persona-corporate-officer",{"title":222,"use_case":223,"icon_asset_id":224},"M&A advisors","Coordinating the execution of statutory declarations across multiple amalgamating entities in a deal","persona-ma-advisor",{"title":226,"use_case":227,"icon_asset_id":228},"Small business owners","Amalgamating two closely held corporations to simplify group structure and reduce administrative overhead","persona-small-business-owner",{"title":230,"use_case":231,"icon_asset_id":232},"Corporate secretaries","Organizing and filing amalgamation documentation with the corporate registry on behalf of the board","persona-corporate-secretary",[234,238,241,245,249,252,255],{"situation":235,"recommended_template":236,"slug":237},"Amalgamating two or more Canadian corporations under the CBCA","Statutory Declaration on Amalgamation (Federal — CBCA)","statutory-declaration-on-amalgamation-D89",{"situation":239,"recommended_template":240,"slug":237},"Short-form amalgamation of a parent corporation with its wholly-owned subsidiary","Short-Form Amalgamation Declaration",{"situation":242,"recommended_template":243,"slug":244},"Amalgamation under Ontario Business Corporations Act","Statutory Declaration on Amalgamation (Ontario — OBCA)","",{"situation":246,"recommended_template":247,"slug":248},"Documenting shareholder approval of the amalgamation agreement","Shareholder Resolution Approving Amalgamation","board-resolution-approving-amalgamation-D35",{"situation":250,"recommended_template":251,"slug":248},"Recording the board's authorization to proceed with the amalgamation","Director Resolution Approving Amalgamation",{"situation":253,"recommended_template":47,"slug":254},"Finalizing the terms between the amalgamating corporations","amalgamation-agreement-D855",{"situation":256,"recommended_template":257,"slug":258},"Notifying creditors of a pending amalgamation","Notice to Creditors of Amalgamation","affidavit-of-no-creditors-D841",[260,263,266,269,272,275,278,280,283,286,289],{"term":261,"definition":262},"Amalgamation","The statutory process by which two or more corporations merge to form a single continuing legal entity, with all assets, liabilities, and obligations vesting in the amalgamated corporation.",{"term":264,"definition":265},"Statutory Declaration","A written statement of facts sworn or affirmed before a commissioner of oaths, notary public, or other authorized official, carrying legal weight equivalent to sworn testimony.",{"term":267,"definition":268},"Declarant","The individual — typically a director or officer of an amalgamating corporation — who swears or affirms the statutory declaration and is personally liable for its accuracy.",{"term":270,"definition":271},"Jurat","The certification clause at the end of a statutory declaration, signed by the commissioner of oaths or notary public, confirming when, where, and before whom the declaration was sworn.",{"term":273,"definition":274},"Solvency Test","A statutory requirement confirming that the amalgamated corporation will be able to pay its liabilities as they come due, and that its realizable assets will exceed its liabilities immediately after amalgamation.",{"term":276,"definition":277},"Short-Form Amalgamation","A simplified amalgamation procedure available when a parent corporation merges with one or more wholly-owned subsidiaries, requiring less documentation than a standard amalgamation.",{"term":47,"definition":279},"The contract between the amalgamating corporations setting out the terms of the merger, including the share exchange ratio, governance of the amalgamated entity, and treatment of outstanding options or warrants.",{"term":281,"definition":282},"Certificate of Amalgamation","The official document issued by the corporate registry confirming that the amalgamation has taken legal effect and identifying the amalgamated corporation's registration details.",{"term":284,"definition":285},"Vertical Amalgamation","An amalgamation between a parent corporation and one or more of its subsidiaries, typically used for group restructuring or simplification.",{"term":287,"definition":288},"Horizontal Amalgamation","An amalgamation between two or more corporations that are subsidiaries of the same parent but are not in a direct parent-subsidiary relationship with each other.",{"term":290,"definition":291},"Commissioner of Oaths","An individual authorized by statute to administer oaths and take statutory declarations, giving the sworn statement official legal standing.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Declarant identification and authority","Identifies the individual making the declaration — full name, title, and the corporation they represent — and confirms their authority to swear on that corporation's behalf.","I, [FULL NAME], [TITLE] of [CORPORATION NAME], a corporation incorporated under the laws of [JURISDICTION], do solemnly declare that I am duly authorized to make this declaration on behalf of [CORPORATION NAME].","Using a title that does not correspond to a recognized officer position under the governing statute. If the statute requires a director or officer to sign and the declarant is merely a manager, the declaration may be rejected by the registry.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Recital of the amalgamation agreement","Confirms that an amalgamation agreement was entered into by all amalgamating corporations, states its date, and confirms it was approved in accordance with the applicable corporate statute.","THAT on [DATE], [CORPORATION A] and [CORPORATION B] entered into an Amalgamation Agreement (the 'Agreement'), a copy of which is attached as Schedule A, which was approved by the shareholders of each amalgamating corporation by special resolution on [DATE].","Failing to attach the amalgamation agreement as a schedule. Most registries require the agreement to accompany the declaration; its absence causes the filing to be returned.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Shareholder approval confirmation","Declares that the amalgamation agreement received the required shareholder approval — typically a special resolution passed by the required supermajority — at a duly called meeting or by written resolution.","THAT the Amalgamation Agreement was approved by special resolution of the shareholders of [CORPORATION NAME] at a meeting duly called and held on [DATE] / by written resolution dated [DATE], in accordance with section [X] of the [STATUTE].","Citing the wrong approval threshold. Many statutes require a two-thirds supermajority; citing a simple majority renders the declaration inaccurate and can void the approval.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Solvency declaration","Confirms that immediately after the amalgamation takes effect, the amalgamated corporation will be solvent — able to pay its liabilities as they fall due, and with realizable assets exceeding its liabilities.","THAT, to the best of my knowledge, information, and belief, immediately after the amalgamation becomes effective: (a) [AMALGAMATED CORPORATION NAME] will be able to pay its liabilities as they become due; and (b) the realizable value of the assets of [AMALGAMATED CORPORATION NAME] will not be less than the aggregate of its liabilities and stated capital.","Signing the solvency declaration without reviewing current financial statements of all amalgamating entities. A declarant who cannot substantiate the solvency confirmation is personally exposed to liability if the amalgamated entity is insolvent at closing.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Creditor protection and notice","Confirms that creditors of each amalgamating corporation have been given adequate notice of the amalgamation as required by statute, or alternatively that notice was not required because the amalgamation satisfies a short-form exemption.","THAT notice of the proposed amalgamation was given to all known creditors of [CORPORATION NAME] with claims exceeding $[THRESHOLD] in accordance with [STATUTE/SECTION], and that no creditor has objected within the prescribed period.","Stating that no notice was required without confirming the short-form exemption actually applies. If the amalgamation is not a qualifying short-form, omitting creditor notice can expose the amalgamated entity to successful creditor challenges.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Regulatory and third-party approval confirmation","Declares that all required regulatory approvals, consents, and third-party authorizations — including competition clearances and industry-specific licenses — have been obtained prior to filing.","THAT all consents, approvals, and authorizations required from regulatory authorities or third parties in connection with the amalgamation, including [LIST SPECIFIC APPROVALS], have been obtained and remain in full force and effect.","Declaring regulatory clearance before all approvals are formally issued in writing. Verbal confirmation from a regulator does not satisfy this clause — wait for written approval before executing the declaration.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"No adverse material change","Confirms that between the date of the amalgamation agreement and the date of this declaration, there has been no material adverse change in the financial condition, assets, or liabilities of any amalgamating corporation.","THAT, to the best of my knowledge, information, and belief, since the date of the Amalgamation Agreement, there has been no material adverse change in the financial condition, business, assets, or liabilities of [CORPORATION NAME].","Treating this as a boilerplate recital without reviewing intervening financial events. If a significant liability arose between signing and filing and the declarant fails to disclose it, personal liability for a false statutory declaration follows.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Compliance with articles and by-laws","Confirms that the amalgamation has been carried out in compliance with each amalgamating corporation's articles of incorporation, by-laws, and any unanimous shareholder agreements.","THAT the amalgamation has been effected in compliance with the articles of incorporation and by-laws of [CORPORATION NAME] and with any unanimous shareholder agreement applicable to [CORPORATION NAME].","Overlooking a unanimous shareholder agreement that restricts amalgamation without specific consent. USA provisions can require supermajority or unanimous shareholder consent beyond what the statute requires.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Continuing corporation particulars","Identifies the name, registered office, share structure, and first directors of the amalgamated continuing corporation, confirming they align with the filed Articles of Amalgamation.","THAT the amalgamated corporation shall continue as [AMALGAMATED CORPORATION NAME], with its registered office at [ADDRESS], the share structure as set out in the Articles of Amalgamation, and the following first directors: [NAMES AND ADDRESSES].","Inconsistency between the continuing corporation's details in the declaration and the Articles of Amalgamation. Any mismatch triggers a rejection from the registry and requires re-execution of the declaration.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Jurat and commissioner certification","The closing certification block where the declarant signs before a commissioner of oaths or notary public, who then certifies the time, date, place, and their authority to administer the oath.","DECLARED before me at [CITY], [PROVINCE/STATE], on [DATE]. [DECLARANT SIGNATURE] | [COMMISSIONER OF OATHS / NOTARY PUBLIC NAME, QUALIFICATION, AND EXPIRY DATE]","Having the declaration signed by the declarant and notarized on different dates without an explanation. The jurat must reflect the actual date of the sworn declaration — backdating is perjury.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Confirm the governing statute and required form","Identify the corporate statute that governs each amalgamating corporation — CBCA, OBCA, ABCA, BCBCA, or equivalent — and confirm whether the statute prescribes a specific form or allows a free-form declaration. Federal and provincial requirements differ in content and filing fee.","Where corporations in multiple jurisdictions are amalgamating, you may need separate declarations tailored to each governing statute.",{"step":350,"title":351,"description":352,"tip":353},2,"Identify the declarant for each amalgamating corporation","Designate a current director or officer of each amalgamating corporation as the declarant. Confirm their title matches a recognized officer position under the statute. Collect their full legal name and signing authority documentation.","Where both corporations share the same sole director — common in subsidiary amalgamations — that individual executes a separate declaration for each entity, not one combined declaration.",{"step":355,"title":356,"description":357,"tip":358},3,"Attach and cross-reference the amalgamation agreement","Attach the fully executed amalgamation agreement as Schedule A. Enter the agreement's execution date in the recital clause and confirm the schedule reference in the body of the declaration.","Confirm that the amalgamation agreement attached to the declaration is the final executed version — not a draft. Registry staff will check execution dates for consistency.",{"step":360,"title":361,"description":362,"tip":363},4,"Complete the shareholder approval details","Enter the date of the shareholder meeting or written resolution, the approval threshold achieved, and the statutory provision authorizing the amalgamation. Confirm the threshold meets or exceeds the statutory minimum for a special resolution.","For closely held corporations using written resolutions in lieu of a meeting, confirm the statute permits written resolutions for this purpose before relying on them.",{"step":365,"title":366,"description":367,"tip":368},5,"Review financials before signing the solvency declaration","Obtain current financial statements for all amalgamating corporations — ideally reviewed by an accountant. Confirm the amalgamated entity's projected balance sheet shows realizable assets exceeding liabilities and that cash flow can service debts as they fall due.","If solvency is borderline, have an accountant prepare a pro-forma balance sheet for the amalgamated entity before the declarant signs — this provides a documented basis for the confirmation.",{"step":370,"title":371,"description":372,"tip":373},6,"Document creditor notice compliance","Assemble evidence that creditor notice was given as required — copies of notices sent, registered mail receipts, and a record of the notice period expiry. Enter the threshold claim amount and confirm no objection was received within the prescribed period.","For short-form amalgamations that are exempt from creditor notice, cite the specific statutory exemption in the declaration rather than leaving the clause blank.",{"step":375,"title":376,"description":377,"tip":378},7,"Execute before a commissioner of oaths or notary","The declarant must sign in the physical presence of a commissioner of oaths or notary public, who then completes the jurat. Confirm the commissioner's authority has not expired and that they are authorized in the jurisdiction where the declaration is sworn.","Do not pre-sign the declaration before presenting it to the commissioner. A pre-signed declaration is defective and most registries will reject it on inspection.",{"step":380,"title":381,"description":382,"tip":383},8,"File with the Articles of Amalgamation and required fee","Submit the executed declaration alongside the Articles of Amalgamation, the amalgamation agreement, shareholder resolutions, and the prescribed filing fee to the applicable corporate registry. Keep certified copies for each amalgamating corporation's minute book.","File a certified copy of the Certificate of Amalgamation in the minute book of the continuing corporation as soon as it is issued — it is the definitive proof that the amalgamation took effect.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Executing the declaration before all approvals are in writing","Signing the regulatory approval confirmation before written clearances are received makes the declaration inaccurate at the time of swearing — which constitutes a false statutory declaration and can void the amalgamation filing.","Hold execution until every required consent, approval, or clearance has been received in writing and reviewed by counsel. Prepare the declaration in advance but do not swear it until all conditions are satisfied.",{"mistake":390,"why_it_matters":391,"fix":392},"Mismatched details between the declaration and Articles of Amalgamation","Registry examiners compare the declaration against the articles line by line. Discrepancies in the continuing corporation's name, registered office, or share structure cause the entire filing to be returned, delaying the effective date and potentially triggering third-party notice obligations again.","Complete the Articles of Amalgamation first, then populate the declaration's continuing-corporation section directly from the finalized articles. Run a side-by-side comparison before execution.",{"mistake":394,"why_it_matters":395,"fix":396},"Signing the solvency confirmation without a supporting financial review","A declarant who signs without reviewing current financials is personally exposed to civil liability and, in some jurisdictions, regulatory penalties if the amalgamated corporation proves insolvent at or shortly after closing.","Obtain a current balance sheet and cash flow projection for the amalgamated entity, reviewed by an accountant or CFO, and retain them in the deal file as documentary support for the solvency confirmation.",{"mistake":398,"why_it_matters":399,"fix":400},"Using a single declaration for multiple amalgamating corporations","Each amalgamating corporation must have its own sworn declaration executed by a director or officer of that specific entity. A combined declaration does not satisfy the statutory requirement and will be rejected at filing.","Prepare a separate statutory declaration for each amalgamating corporation, each executed by a duly authorized officer of that entity, and include all declarations in the filing package.",{"mistake":402,"why_it_matters":403,"fix":404},"Overlooking a unanimous shareholder agreement","A USA may impose consent thresholds or veto rights on amalgamation that exceed the statutory minimum. Proceeding without required USA consent exposes the transaction to challenge by shareholders and potential personal liability for directors who authorized the filing.","Review all shareholder agreements, including USA provisions, before drafting the compliance confirmation clause. If the USA requires additional consent, obtain and document it before execution.",{"mistake":406,"why_it_matters":407,"fix":408},"Failing to retain the executed declaration in the minute book","The executed declaration is a primary corporate record. Losing it creates a gap in the corporation's legal history that complicates future due diligence, share sales, and regulatory inquiries for years.","File an original or certified copy of the executed declaration, together with the Certificate of Amalgamation, in the continuing corporation's minute book immediately after the registry issues the certificate.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a statutory declaration on amalgamation?","A statutory declaration on amalgamation is a sworn legal document executed by a director or officer of each corporation participating in a merger, confirming that all statutory conditions for the amalgamation have been met — including solvency, shareholder approval, creditor notice, and regulatory compliance. It is typically a mandatory component of the amalgamation filing package submitted to the corporate registry, and it carries the same legal weight as sworn testimony.\n",{"question":414,"answer":415},"Who must sign a statutory declaration on amalgamation?","In most jurisdictions, a current director or officer of each amalgamating corporation must execute the declaration. The declarant must hold a recognized officer title under the governing statute — typically president, secretary, or a named director. The declaration must be sworn before a commissioner of oaths or notary public; a declaration that is signed but not properly commissioned is defective and will be rejected by the registry.\n",{"question":417,"answer":418},"Is a statutory declaration on amalgamation required for all amalgamations?","Requirements vary by jurisdiction and amalgamation type. Under the Canada Business Corporations Act and most provincial statutes, a statutory declaration is required for a standard amalgamation. Short-form amalgamations — where a parent merges with a wholly-owned subsidiary — typically require a simplified declaration or director resolution rather than the full form. Always check the specific requirements of the governing statute before preparing the filing package.\n",{"question":420,"answer":421},"What is the solvency test in a statutory declaration on amalgamation?","The solvency test requires the declarant to confirm two things: first, that the amalgamated corporation will be able to pay its liabilities as they become due in the ordinary course of business; and second, that its realizable assets will not be less than its total liabilities plus stated capital immediately after the amalgamation takes effect. The test is forward-looking — it applies to the amalgamated entity, not to the individual corporations before the merger. Failing to substantiate this confirmation with financial evidence exposes the declarant to personal liability.\n",{"question":423,"answer":424},"What happens if a statutory declaration on amalgamation contains an error?","If the error is identified before filing, the declaration should be re-executed before a commissioner with the corrected information — do not alter a sworn declaration after execution. If the error is identified after filing but before the Certificate of Amalgamation is issued, contact the registry immediately to determine whether a corrected declaration can be substituted. If the certificate has already been issued, correcting a material error may require a court application or a correcting amalgamation, depending on the jurisdiction. Consult corporate counsel as soon as the error is identified.\n",{"question":426,"answer":427},"Can a statutory declaration on amalgamation be signed electronically?","Electronic execution of statutory declarations is governed by the electronic commerce legislation of each jurisdiction and the specific requirements of the corporate registry. Several Canadian provinces and the federal CBCA registry now accept electronically executed declarations under their electronic filing systems, provided the commissioner of oaths requirement is also met electronically. The UK Companies House similarly accepts digital filings in most circumstances. Confirm current registry requirements before proceeding with remote or electronic execution, as practices have evolved significantly since 2020.\n",{"question":429,"answer":430},"What is the difference between a statutory declaration on amalgamation and an amalgamation agreement?","An amalgamation agreement is the contract between the amalgamating corporations that sets out the terms of the merger — share exchange, governance, officer appointments, and treatment of liabilities. A statutory declaration on amalgamation is a sworn confirmation by an officer of each corporation that the conditions required by statute have been met. The agreement drives the commercial terms; the declaration provides the regulatory certification. Both documents are typically filed together as part of the amalgamation package.\n",{"question":432,"answer":433},"How long does it take for a corporate registry to process an amalgamation filing?","Processing times vary significantly by jurisdiction. Corporations Canada typically processes CBCA amalgamation filings within 5–10 business days for standard filings, with expedited same-day or next-day service available for an additional fee. Provincial registries in Ontario, British Columbia, and Alberta have broadly comparable timelines. UK Companies House amalgamation-equivalent filings (schemes of arrangement) follow court timelines rather than registry timelines and can take several months. Always confirm current processing times with the registry before committing to a transaction closing date.\n",{"question":435,"answer":436},"Do I need a lawyer to prepare a statutory declaration on amalgamation?","For a straightforward short-form subsidiary amalgamation within a single jurisdiction, a well-structured template is a solid starting point. However, given that the declaration is a sworn legal instrument, that the declarant bears personal liability for its accuracy, and that errors can void a filing or expose directors to liability, legal review is strongly recommended for any amalgamation involving third-party creditors, multiple jurisdictions, material assets, or regulatory approvals. The cost of a lawyer reviewing and supervising execution is small relative to the cost of a rejected filing or a challenged amalgamation.\n",[438,442,446,450,454,458],{"industry":439,"icon_asset_id":440,"specifics":441},"Financial Services","industry-fintech","Regulatory approvals from OSFI, FINTRAC, or equivalent authorities must be confirmed in writing before the declaration is sworn; capital adequacy must be confirmed for the amalgamated entity.",{"industry":443,"icon_asset_id":444,"specifics":445},"Technology / SaaS","industry-saas","IP ownership and software license assignment to the amalgamated entity must be addressed in the amalgamation agreement before the compliance confirmation clause can be accurately sworn.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare","industry-healthtech","Professional licensing and regulatory permits — including clinic licenses and controlled substance authorizations — do not automatically transfer on amalgamation and must be addressed before the regulatory approval clause is executed.",{"industry":451,"icon_asset_id":452,"specifics":453},"Real Estate","industry-real-estate","Property transfer obligations and land title registration consequences of the amalgamation must be resolved; title insurance and lender consents affect the creditor notice and regulatory approval clauses.",{"industry":455,"icon_asset_id":456,"specifics":457},"Manufacturing","industry-manufacturing","Environmental permits and operating licenses typically require regulatory notification or re-issuance on amalgamation, affecting the regulatory approval confirmation in the declaration.",{"industry":459,"icon_asset_id":460,"specifics":461},"Professional Services","industry-professional-services","Law societies, engineering associations, and other self-regulatory bodies may require advance consent to amalgamation; professional liability insurance continuity must be confirmed before execution.",[463,466,470,473],{"vs":47,"vs_template_id":464,"summary":465},"D{AMALGAMATION_AGREEMENT_ID}","An amalgamation agreement is the commercial contract between the merging corporations that governs the terms of the transaction — share exchange ratio, governance of the continuing entity, and treatment of liabilities. A statutory declaration on amalgamation is a sworn regulatory certification that the statutory conditions have been met. The agreement creates the deal; the declaration certifies compliance with the law. Both are required and filed together.",{"vs":467,"vs_template_id":468,"summary":469},"Articles of Amalgamation","D{ARTICLES_OF_AMALGAMATION_ID}","Articles of Amalgamation are the constitutional document filed with the registry that establishes the continuing corporation's name, share structure, directors, and registered office. The statutory declaration is the sworn officer certification that accompanies the articles. Articles define what the amalgamated corporation looks like; the declaration confirms the merger was carried out lawfully. Neither document substitutes for the other.",{"vs":251,"vs_template_id":471,"summary":472},"D{DIRECTOR_RESOLUTION_AMALGAMATION_ID}","A director resolution authorizes the corporation to enter into and proceed with the amalgamation — it is a board-level governance document passed before the transaction closes. A statutory declaration is executed after the amalgamation conditions are satisfied, as sworn confirmation for the registry. The resolution is an internal authorization; the declaration is an external sworn certification.",{"vs":281,"vs_template_id":474,"summary":475},"D{CERTIFICATE_OF_AMALGAMATION_ID}","A Certificate of Amalgamation is issued by the corporate registry after the filing is accepted and confirmed — it is the official proof that the amalgamation took legal effect on a specific date. The statutory declaration is submitted before the certificate is issued; it is a precondition to receiving the certificate. The declaration is an input to the filing; the certificate is the output confirming success.",{"use_template":477,"template_plus_review":481,"custom_drafted":485},{"best_for":478,"cost":479,"time":480},"Short-form parent-subsidiary amalgamations within a single jurisdiction where both entities share the same sole director and have no third-party creditors","Free","1–2 hours to complete; execution same day",{"best_for":482,"cost":483,"time":484},"Standard two-corporation amalgamations with arms-length shareholders, trade creditors, and no regulatory approvals required","$500–$1,500 for a corporate lawyer to review and supervise execution","2–5 business days",{"best_for":486,"cost":487,"time":488},"Multi-party amalgamations, cross-border structures, regulated industries, material assets, or transactions requiring Competition Act clearance","$3,000–$15,000+ depending on complexity and jurisdictions involved","2–6 weeks",[490,495,500,505],{"code":491,"name":492,"flag_asset_id":493,"note":494},"us","United States","flag-us","US corporate law uses 'merger' rather than 'amalgamation' as the operative term, governed by state statutes such as the Delaware General Corporation Law or the Model Business Corporation Act. A sworn officer certificate or officer's certificate of merger — functionally equivalent to a statutory declaration — is required in most states. Solvency and board approval requirements are broadly similar, but the specific form, filing fee, and registry vary by state of incorporation. Multi-state mergers may require filings in each state where the merging entities are qualified to do business.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"ca","Canada","flag-ca","Canada has the most prescriptive statutory declaration requirements for amalgamation in the common-law world. Under the Canada Business Corporations Act (CBCA), a statutory declaration by a director or officer of each amalgamating corporation is mandatory and must address solvency, creditor notice, and shareholder approval. Provincial statutes — including the OBCA, ABCA, and BCBCA — have parallel requirements with minor variations in form and threshold. Quebec amalgamations under the Business Corporations Act (BCQ) require a French-language declaration for provincially regulated entities. Short-form amalgamations under section 184 of the CBCA allow a simplified director declaration without a full amalgamation agreement.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"uk","United Kingdom","flag-uk","UK company law does not use the term 'amalgamation' in the same sense as Canadian or Commonwealth statutes. Corporate combinations in the UK are typically structured as mergers under Part 27 of the Companies Act 2006, schemes of arrangement under Part 26, or asset acquisitions. Schemes of arrangement require court approval and involve shareholder and creditor voting rather than a sworn statutory declaration. For cross-border mergers following Brexit, the European Cross-Border Merger Regulations no longer apply to UK companies; alternatives include UK domestic schemes or contractual structures. Consult UK corporate counsel for the appropriate mechanism.",{"code":506,"name":507,"flag_asset_id":508,"note":509},"eu","European Union","flag-eu","EU cross-border mergers are governed by Directive 2017/1132 (the Company Law Directive), which requires a management report, an expert report, and a pre-merger certificate issued by the competent authority of each merging company's member state before the merger can be registered. The pre-merger certificate is functionally analogous to a statutory declaration, confirming completion of pre-merger procedures. GDPR implications arise where the amalgamation involves the transfer of personal data between entities in different member states. Member state implementation varies — Germany, France, and the Netherlands each have distinct procedural requirements under their national company laws.",[237,511,512,513,514,515,516,517,518,519,520,521],"board-resolution-approving-compensation-for-board-of-directors-D39","shareholders-resolution-D88","non-disclosure-agreement-nda-D12692","asset-purchase-agreement-D928","share-purchase-agreement-deemed-dividend-D342","letter-of-intent_acquisition-of-business-D5197","checklist-customer-due-diligence-D13916","corporate-governance-policy-D13943","certificate-of-incumbency-D12733","general-power-of-attorney-D1037","minutes-of-meeting-of-incorporators-D17",{"emit_how_to":201,"emit_defined_term":201},{"primary_folder":130,"secondary_folder":524,"document_type":525,"industry":526,"business_stage":527,"tags":528,"confidence":534},"equity-and-mergers","notice","general","transition",[529,530,531,532,533],"compliance","amalgamation","statutory-declaration","merger","corporate-restructuring",0.95,"\u003Ch2>What is a Statutory Declaration on Amalgamation?\u003C/h2>\n\u003Cp>A \u003Cstrong>Statutory Declaration on Amalgamation\u003C/strong> is a sworn legal instrument executed by a director or officer of each corporation participating in an amalgamation, certifying to the corporate registry that all conditions required by the governing statute have been satisfied before the merger takes legal effect. Unlike an internal board resolution or shareholder vote, this declaration is a formal sworn statement — carrying the same legal weight as testimony under oath — that the amalgamating entities are solvent, that creditors have been properly notified, that regulatory approvals are in hand, and that the transaction has been authorized in compliance with the applicable corporate statute and each corporation's own constitutional documents. The completed declaration is filed alongside the Articles of Amalgamation and, once accepted, enables the registry to issue a Certificate of Amalgamation confirming the merger's effective date.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed statutory declaration, the corporate registry will not process the amalgamation filing — meaning the merger cannot take legal effect, contracts remain held by separate entities, and any planned restructuring or financing that depends on the amalgamated entity's existence stalls entirely. Beyond the registry requirement, the declaration protects directors personally: by requiring each declarant to confirm solvency and compliance under oath, the document creates a documented basis for the officer's reasonable belief at the time of filing, reducing personal exposure to claims from creditors or shareholders who challenge the transaction later. Executing this declaration without a thorough review of current financials and regulatory clearances, however, exposes the declarant to liability for a false statutory declaration — a criminal offence in most jurisdictions. This template gives you a professionally structured starting point that covers every mandatory element, with placeholder language and guidance that makes the review process faster and the filing more likely to be accepted on first submission.\u003C/p>\n",1781186038652]