To amalgamate two or more companies in Nova Scotia, you must file an Amalgamation Agreement and supporting documents with the Registry of Joint Stock Companies (RJSC). The primary government filing fee for a standard amalgamation is currently $336.40 CAD.
When two or more businesses decide to join forces, they can legally merge into a single entity through a process called amalgamation. In Nova Scotia, this process is governed by the Companies Act and requires careful planning and coordination to ensure a smooth transition. Whether you are combining two local shops in Halifax or merging large manufacturing firms, understanding the costs involved is the first step.
This guide will break down the precise government registry fees, legal costs, and the step-by-step process required to amalgamate your corporations. We will help you understand what to expect so you can budget appropriately for your corporate merger.
Step-by-Step Process in Nova Scotia
Amalgamating companies is more complex than a standard incorporation. It involves legally combining the assets, liabilities, and shares of multiple companies into one continued corporation. You can complete this process through the Registry of Joint Stock Companies (RJSC) online portal or at an Access Nova Scotia centre.
Step 1: Drafting the Amalgamation Agreement
The first critical step is preparing an Amalgamation Agreement. This document outlines the terms of the merger, how shares of the amalgamating companies will be converted into shares of the new company, and the proposed by-laws.
Each amalgamating company must have its shareholders approve this agreement through a special resolution. Because of the legal complexities and potential tax implications, it is highly recommended to have a local business lawyer draft these documents.
Step 2: Securing Statutory Declarations
Under the Nova Scotia Companies Act, a director or officer from each amalgamating company must sign a statutory declaration. This legal document swears that the new amalgamated company will be solvent (able to pay its debts) and that no creditors will be unfairly prejudiced by the merger. 🗒️
If there are major creditors involved, they must be notified of the amalgamation and must not object to it. These declarations are a mandatory safeguard to protect the local business ecosystem.
Step 3: Filing with the RJSC
Once all documents are signed, your law firm will submit the Amalgamation Agreement, the statutory declarations, a Notice of Registered Office, and a Notice of Directors to the RJSC. Your registered office must remain a physical address in Nova Scotia. If approved, the RJSC issues a Certificate of Amalgamation, legally recognizing your new unified company.
How Much Does it Cost in Nova Scotia?
The cost of amalgamating corporations includes both government filing fees and professional fees. Below is a breakdown of the estimated costs in Canadian dollars (CAD) as of May 2026:
| RJSC Amalgamation Filing Fee | $336.40 CAD |
| Name Search (NUANS) (if adopting a new name) | $118.25 CAD |
| Business Lawyer Fees (Drafting & Filing) | $2,500 – $6,000+ CAD |
| Accountant Fees (Tax Structuring) | $1,000 – $3,500 CAD |
Unlike a simple incorporation, amalgamations require significant tax planning to avoid triggering unexpected capital gains. Therefore, consulting a corporate accountant is almost always necessary alongside your legal team.
How Long Does the Process Take?
The timeline for a corporate amalgamation heavily depends on the complexity of the companies involved. Drafting the agreement and obtaining shareholder approvals typically takes 3 to 6 weeks. Once the final documents are submitted to the RJSC, the government processing time is generally 5 to 7 business days.
However, if your merger involves notifying major creditors or resolving tax issues with the Canada Revenue Agency (CRA), the entire process can take several months. ⏱️
Frequently Asked Questions (FAQ)
What is a short-form amalgamation?
A short-form amalgamation is a simplified, faster process used when a parent company merges with its wholly-owned subsidiary, or when two wholly-owned subsidiaries merge. It requires less paperwork and does not need a formal Amalgamation Agreement.
Do we need to get a new CRA Business Number?
In most cases, the amalgamated company keeps the Business Number (BN) of the dominant or parent company. The CRA will close the accounts of the other merging entities.
What happens to the debts of the merging companies?
When companies amalgamate, the newly formed corporation automatically assumes all the assets, properties, liabilities, and debts of each individual company. You cannot use an amalgamation to escape corporate debt.
Can an extra-provincial company amalgamate with a Nova Scotia company?
Yes, but the extra-provincial company must first be continued (legally imported) into Nova Scotia under the Companies Act before the amalgamation can take place. This adds additional filing fees and legal steps.
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