What is the difference between a short-form and long-form amalgamation in Ontario?

Ontario's Business Corporations Act provides two processes for amalgamating corporations: the long-form amalgamation and the short-form amalgamation.

A long-form amalgamation is used when corporations that are not wholly related (i.e., not all subsidiaries of the same parent) wish to merge. It requires each corporation to pass a special shareholder resolution approving the amalgamation agreement, and in some cases shareholders may have dissent and appraisal rights. Articles of amalgamation are then filed with ServiceOntario, and a certificate of amalgamation is issued confirming the amalgamated corporation.

A short-form amalgamation can be used in two specific situations: a parent corporation amalgamating with one or more of its wholly owned subsidiaries (a vertical short-form), or two or more wholly owned subsidiaries of the same parent amalgamating with each other (a horizontal short-form). Short-form amalgamations do not require shareholder approval — only director resolutions — because the ownership structure means there are no minority shareholders at risk. This makes short-form amalgamations significantly faster and less expensive to complete.

Both processes result in a new amalgamated corporation that continues all the assets, liabilities, and obligations of the predecessor corporations. Tax and accounting advice is always recommended before completing any amalgamation.