Amalgamation, merger, and consolidation

Two or more registered charities can join together as one body in response to changing circumstances or changed objectives. They can join through an amalgamation, merger, or consolidation. Although these terms are sometimes used interchangeably, there are important distinctions between them for charities.

We recognize that the Charities Directorate’s use of these terms may differ from their meaning in other situations. For example, some provincial legislation may use the word “amalgamation” when referring to a situation that the Charities Directorate considers to be a merger or a consolidation. See below for our definition of each term.

To initiate a request for an amalgamation, merger, or consolidation

Provide the following information:

• the type of reorganization that is taking place (amalgamation, merger, or consolidation)
• the names and charitable registration numbers of the organizations involved
• the charitable registration number that the charity wishes to retain, if applicable
• the proposed effective date of the amalgamation, merger, or consolidation
• any other documentation the charity has that refers to the reorganization

Examples of supporting documentation:

• documents referring to the reorganization signed by two directors from each charity
• amended or new incorporating document certified by the incorporating authority
• amended or new constitution dated and signed by three directors
• written confirmation and letter of good standing from the head body for internal divisions

Also be prepared to provide a detailed description of activities showing how and where the remaining charity intends to carry out its activities.

When the initial review is complete, we may ask the charity for any additional documents we need to process the request.

Charities are encouraged to contact us before entering into any of the following arrangements:

Amalgamation

When charities amalgamate, they bring their memberships, assets, and liabilities into the entity that emerges. The original charities do not cease to exist or dissolve. Although they no longer have separate identities, they continue to exist within a single entity—the amalgamated charity.

The amalgamated body retains and uses one business number (BN). The other BNs will be terminated. The charity can usually choose which BN it retains.

Merger

In a merger, one or more entities wind up their affairs and transfer their assets to another registered charity.

The bodies that wind up undergo a voluntary revocation of their registration. The BN of the remaining organization is not affected. All the assets are transferred to the remaining organization.

Consolidation

In a consolidation, all the original bodies dissolve and transfer their assets to a new entity.

All the original bodies that wind up undergo a voluntary revocation of their registration. The new consolidated body needs to submit an application for registration and, if accepted, will typically be given a new BN.