Amalgamation

The effect of an amalgamation under the Business Corporations Act on the interests in land of an amalgamating company is determined by s. 282(1)(g) of the Act, which provides:

• 282 (1) At the time that amalgamating corporations are amalgamated as an amalgamated company under this Division, …

• (g) the property, rights and interests of each amalgamating corporation continue to be the property, rights and interests of the amalgamated company

See s. 379 of the Business Corporations Act regarding the amalgamation of an extraprovincial company that is registered under the Business Corporations Act and that owns land in British Columbia.

See ss. 86 to 91 of the Societies Act regarding the amalgamation of societies.

For the purposes of the Land Title Act, an amalgamation of corporations, however effected, is treated as a change of name and not as a transmission. See s. 191(4) and the definition of “transmission” in s. 1 of the Land Title Act. However, the registrar will require a Property Transfer Tax Return to be filed on an application to transfer title into an amalgamated company’s name. See the definition of “taxable transaction” in s. 1(1) of the Property Transfer Tax Act in chapter 56 (Property Transfer Tax Act, R.S.B.C. 1996, c. 378).

The registrar searches the computer records of the Corporate Registry to verify the amalgamation and that the society or company is still on the register. If, at the time of registration, the current existence of the amalgamating company cannot be verified by a search of the computer records in the Corporate Registry, the registrar requires the applicant to provide proof of current existence.