Employer That Amalgamates With Another Corporation
The fact that an employer that is a corporation amalgamates with another corporation does not affect the obligations the corporations have under the Québec Pension Plan (QPP) and the Québec parental insurance plan (QPIP).
The corporation resulting from the amalgamation can keep the corporate name of one of the amalgamating corporations and can keep one of the identification numbers. It can also adopt a new corporate name. A copy of the new constituting act must be enclosed with the application so that the funds from the account(s) to be closed can be transferred to the new corporation's account.
As a rule, a corporation resulting from the amalgamation of two or more corporations does not constitute a new employer for the purpose of QPP contributions and QPIP premiums where the corporations are amalgamated under:
- the Business Corporations Act (Québec statute)
- the Canada Business Corporations Act (federal statute)
- the Cooperatives Act
- section 323 of the Act respecting health services and social services
- the Act respecting trust companies and savings companies
- a statute of another province of Canada that provides that the new corporation is to continue the legal existence of any of the corporations it replaces
In the above cases, the corporation created by the amalgamation must take into account the employee QPP contributions and QPIP premiums already withheld and employer QPP contributions and QPIP premiums already paid on the salary or wages paid to an employee by each of the amalgamating corporations from the beginning of the year to the time of amalgamation.
If an employee already paid the maximum QPP contribution and the maximum QPIP premium for the year prior to the amalgamation, the salary and wages paid by the new corporation are not subject to source deductions of these contributions and premiums.
The corporation resulting from the amalgamation must also pay the contribution to the health services fund, the contribution related to labour standards and, if applicable, the contribution to the Workforce Skills Development and Recognition Fund (WSDRF) for the full year.
Public service body
If an employer is a municipality, a metropolitan community, a school board, a CEGEP, or a public institution or a private institution under agreement within the meaning of the Act respecting health services and social services or the Act respecting health services and social services for Cree Native persons, and the employer undergoes an amalgamation, annexation, division, regrouping or constitution as a legal person, the new employer is deemed to be the same as the previous employer. The new employer must take into account the amounts already withheld from the salary or wages paid to an employee by the previous employer. The new employer must also pay the contribution to the health services fund, the contribution related to labour standards and, if applicable, the contribution to the WSDRF for the full year.