Corporate Amalgamation
An amalgamation results when two or more corporations (the “amalgamating corporations”) merge to continue as one corporation (the “amalgamated corporation”).
For a long-form amalgamation, the amalgamated corporation is the new corporation and the continuation of the amalgamating corporations. This type of amalgamation requires an amalgamation agreement.
In a short-form amalgamation, the amalgamation involves a corporation and its subsidiaries. This type of amalgamation requires a resolution of the board of directors of each of the amalgamating corporations.
Registering with Revenu Québec
You can keep the Revenu Québec registration numbers of one of the amalgamating corporations or get new numbers.
Whether you keep the numbers or get new numbers, send all information needed to process the amalgamation to the following address:
Revenu Québec
C. P. 3000, succursale Place-Desjardins
Montréal (Québec) H5B 1A4
Keeping the registration numbers of one of the amalgamating corporations
If you want to keep the registration numbers of one of the amalgamating corporations, send us the following documents:
- a letter with the following information (and any other information you deem necessary to process the amalgamation):
- the goods and services tax (GST) and Québec sales tax (QST) numbers of the entity being designated as the amalgamated corporation (do not provide the Québec enterprise number [NEQ] issued by the Registraire des entreprises),
- the address of the amalgamated corporation's head office,
- the name of the person authorized to act on behalf of the corporation,
- the authorized person's phone number,
- the authorized person's signature;
- a copy of the certificate of amalgamation (if the amalgamation occurred in a jurisdiction other than Québec).
Getting new registration numbers
If you want to get new registration numbers for the amalgamated corporation, duly complete and send us form LM-1-V, Application for Registration. Include a letter informing us that you are applying for new registration numbers. Provide the following information in the letter:
- the date of amalgamation and the date the consumption tax and source deductions accounts of the amalgamating corporations were suspended or closed;
- the names of the corporations affected by the amalgamation.
How amalgamation affects consumption tax returns
Each amalgamating corporation has to file a consumption tax return for the period up to the date of amalgamation, whether the amalgamated corporation keeps the GST/HST and QST registration numbers of one of the amalgamating corporations or gets new numbers. Subsequent returns are filed normally using the registration numbers that were kept or the new numbers.
Amalgamation does not change a corporation's reporting period or the fiscal year end date for remitting consumption taxes. If you want to make a change to a reporting period or a fiscal year, you can file form FP-2620-V, Election Respecting the GST/HST and QST Reporting Period, or FP-670-V, Election or Revocation of an Election Respecting a GST/HST and QST Fiscal Year.
How amalgamation affects source deductions and employer contributions returns
Each amalgamating corporation has to file source deductions and employer contributions returns for the period up to the date of amalgamation, whether the amalgamated corporation keeps the source deductions and employer contributions registration number of one of the amalgamating corporations or gets a new number. Subsequent returns are filed normally using the registration number that was kept or the new number.
The amalgamation of two or more corporations does not affect the obligations the corporations have under the Québec Pension Plan (QPP) and the Québec parental insurance plan (QPIP). An amalgamated corporation is not generally considered a new employer for calculating QPP contributions and, in some cases, QPIP premiums.
The amalgamated corporation has to file an RL-1 summary and the RL-1 slips for the entire calendar year the year the amalgamation occurred. If the amalgamating corporations made remittances of source deductions and employer contributions for that calendar year before the amalgamation, the remittances are considered to have been made by the amalgamated corporation.
If the amalgamated corporation remits source deductions and employer contributions for more than one active registration number, you have to specify what amount is intended for each number in the letter you send us with the information for processing the amalgamation.
For more information on special cases for source deductions and employer contributions, see either Employer That Amalgamates With Another Corporation or the following guides:
- Guide to Filing the RL-1 Slip: Employment and Other Income (RL-1.G-V)
- Guide to Filing the RL-1 Summary: Summary of Source Deductions and Employer Contributions (RLZ-1.S.G-V)
How amalgamation affects corporate income tax
The amalgamated corporation is considered a new corporation whose first taxation year begins on the date of the amalgamation. As a result, you can choose the end date of the new corporation's taxation year, provided the taxation year does not exceed 53 weeks. The taxation years of the amalgamating corporations end immediately before the amalgamation.
The amalgamating corporations' inventory, depreciable property, contracts, losses, fiscal elections and other aspects all affect the new corporation.
For more information, consult the income tax folio Amalgamations of Canadian Corporations (S4-F7-C1) on the Government of Canada website.
Specifics for the tobacco and fuel sectors
If one of the amalgamating corporations holds a permit in the fuel or tobacco sector, you must inform us of any changes resulting from the amalgamation. To inform us, file form LM-4-V, Information Update (Fuel Tax Act and Tobacco Tax Act).
If one of the amalgamating corporations holds an IFTA license, you must request that the license be cancelled.