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A formal sworn declaration required under Ontario corporate law when two or more corporations merge, attesting to the solvency of the amalgamating entities and confirming that no creditor will be harmed by the transaction.
Also known as
Statutory Declaration Regarding Amalgamation
I, ______, of the City of ______, in the Province of ______ DO SOLEMNLY DECLARE THAT:
1. I hold the position of ______ of ______ (the "Corporation"), being one of the amalgamating corporations, and in that capacity have personal knowledge of the matters stated herein.
2. I have reviewed and examined the books and records of the Corporation and have made all inquiries and investigations necessary to support the statements in this declaration.
3. Based on my review, I am satisfied that:
(a) there are reasonable grounds for believing that:
(i) the Corporation is, and the amalgamated corporation will be, able to meet its liabilities as they fall due, and
(ii) the realizable value of the amalgamated corporation's assets will not be less than the total of its liabilities and the stated capital of all classes of shares.
(b) there are reasonable grounds for believing that the amalgamation will not prejudice any creditor of the Corporation.
I make this solemn declaration conscientiously believing it to be true, and knowing that it has the same force and effect as if made under oath, by virtue of the Canada Evidence Act.
Additional information
Company Province: ______
Full Address: ______
Country: ______
How it works
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A statutory declaration on amalgamation is a solemn statement required under the Ontario Business Corporations Act (OBCA) when two or more Ontario corporations merge into a single entity. A director or officer of each amalgamating corporation declares that the corporation is not insolvent, that the realizable value of the amalgamated corporation's assets will not be less than its total liabilities and stated capital, and that no creditor will be prejudiced by the amalgamation.
This declaration provides evidence that the solvency tests set out in section 178 of the OBCA have been considered in good faith by the people who know the corporation's financial position. It is filed with the Articles of Amalgamation at the Ontario Business Registry as part of the amalgamation application package.
The solvency declaration is mandatory for both short-form and long-form amalgamations under the OBCA. Short-form amalgamations (sections 177 and 178) occur when a parent corporation merges with a wholly-owned subsidiary, or when two or more wholly-owned subsidiaries merge with each other. In these cases, shareholder approval is not required, but the solvency declarations must still be made.
Long-form amalgamations under section 174 require both shareholder approval and the solvency declaration. Regardless of the form, the declaration must be commissioned before the Articles of Amalgamation are filed.
A director or officer of each amalgamating corporation must make a separate declaration. The person signing must have first-hand knowledge of the corporation's financial position.
The declaration addresses three specific solvency tests required by the OBCA. The declarant affirms each of these in good faith based on their knowledge of the corporation's finances.
The declarant (director or officer) attends the appointment with the information needed to identify themselves and the corporation they represent.
The notary verifies the declarant's identity, confirms they understand the legal significance of the statement, and administers the oath or solemn affirmation. The declarant signs in the notary's presence, and the notary completes the jurat clause and applies the seal.
Virtual commissioning is available under Ontario Regulation 431/20. Both the declarant and the commissioner must be physically in Ontario during the video session. This is useful when directors are in different Ontario cities and cannot attend the same office.
The commissioned declaration is submitted with the Articles of Amalgamation (Form 4) to the Ontario Business Registry. Your corporate lawyer typically handles the filing, but the declaration itself must be commissioned by a notary or commissioner beforehand. Our fee is a flat $19.90 per notarial stamp.
A false statutory declaration is an offence under section 134 of the Criminal Code of Canada. Directors may also face personal liability under the OBCA if the amalgamated corporation cannot meet its obligations and it can be shown the solvency tests were not satisfied at the time of the declaration.
Frequently asked
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