Corporations Canada has amended its Canada Not-for-profit Corporations Act Amalgamation Policy ("Policy") to eliminate certain time restrictions associated with the statutory declaration that a director or officer must file as part of an amalgamation transaction.
A director or officer of each amalgamating CNCA corporation is required to sign a statutory declaration stating that the amalgamating CNCA corporations satisfy, and the amalgamated CNCA corporation satisfies, the solvency tests described in subsection 208(2) of the CNCA. Formerly, this statutory declaration had to be signed and dated within 14 days of the date of amalgamation. The amended Policy now provides that if the director or officer states that "there are reasonable grounds for believing that on the effective date of the amalgamation" each of the statutory solvency tests are met, then the statutory declaration no longer has to be signed and dated within 14 days of the date of amalgamation. This is a welcome change and eliminates many of the time constraints associated with amalgamations in the past. Directors or officers may now sign a statutory declaration more than 14 days in advance of the date of amalgamation, provided that the phrase quoted above is included.