File: articles of amalgamation for a Yukon corporation

  1. Filing articles of amalgamation
  2. Decide on a name
  3. After you decide on a name
  4. How to prepare your documents
  5. After we receive your documents and payment
  1. Filing articles of amalgamation

    Articles of amalgamation must be sent to the registrar. This happens after an amalgamation agreement is adopted or approved.

  2. Decide on a name

    If the name of the amalgamated corporation is not the same as 1 of the amalgamating corporations, you need to decide on a name.

    Your name must contain 1 of the following words or its abbreviation:

    • limited or ltd.;
    • incorporated or inc.;
    • corporation or corp.; or
    • the French language equivalent of the above 3 options.

    Choosing a bilingual name

    If you decide on a bilingual name (English and French):

    • both names must be submitted;
    • both names must be approved; and
    • you must pay the fee for each name search.

    You'll receive 2 name reservation certificates. You can include both names on the bilingual form you submit for amalgamation.

    Choosing a numbered name

    If you decide on a numbered name for your corporation, there's no fee. There's also no need to complete Form 1 ‒ Application for name reservation below. We'll give you a numbered name once your business is amalgamated.

    Guidelines on choosing a name for your business

    • The minimum length of a name is 5 characters.
    • The maximum length of a name is 120 characters.
    • The name must have more letters than the total number of other characters in the name.
    • Obscene or objectionable names are not allowed.
    • Names must not mislead.
    • Names must not be the same as another organization.

    Names that need consent

    • Names that suggest government affiliation such as the Government of Yukon or a Yukon First Nations government.
    • Names that suggest academic or technical affiliation such as university or college.
    • Names that suggest the teaching of a trade such as a school, institute or academy.
    • Names such as accountant, dentist, engineer or private investigator.
    • Names that suggest a regulated financial business.

    See the full list of rules in the Naming Regulation.

     

  3. After you decide on a name

    To obtain a certificate of name reservation, you must submit the following to our office:

    Follow these steps for registering your business name.

    The proposed name has to follow the requirements of the Naming Regulation. If the name does this, we'll issue a certificate of name reservation. This is valid for 90 days.

    The process can take up to 5 business days.

  4. How to prepare your documents

    How to fill out the forms

    The information you provide on the form must be legible. Also make sure to complete each section.

    Articles of amalgamation

    Download and complete Form 12 ‒ Articles of amalgamation

    Section 1: Name of amalgamated corporation

    The name must:

    • match the name appearing on the certificate of name reservation; or
    • be the same name as 1 of the amalgamating corporations.

    Section 2: List amalgamating bodies

    Include the names of all the corporate bodies being amalgamated and their Yukon registry number.

    Section 3: Classes of shares

    Include the classes of shares the amalgamated body is authorized to issue.

    • The maximum number of shares of each class that the corporation is authorized to issue or a statement that the number of shares of that class is unlimited.
    • The par value of shares of a class with par value or a statement that the shares of that class are without par value.
    • If there are 2 or more classes of shares, the special rights, privileges, restrictions and conditions attaching to each class of shares. If you need more room, include attachments and reference them in this section.

    For more information or further clarifications, refer to section 8(1) of the Business Corporations Act. Or, you can get legal advice from your legal counsel or accountant.

    Section 4: Restrictions on share transfers

    Include restrictions, if any, on share transfers. If there are no restrictions, write “NA”.

    Section 5: Number of directors

    Include the number of directors or, the minimum and maximum number of directors of the corporation.

    Section 6: Restrictions on business conducted

    Include restrictions, if any, on the type of business conducted by the amalgamation. If there are no restrictions, write “NA”.

    Section 7: Other provisions

    Include any other provisions. If there are no other provisions, write “NA”.

    Section 8: Name of individual signing

    Include your first and last name.

    Section 9: Title of individual signing

    Include the title of the individual signing.

    Section 10: Signature

    Include the signature of the individual signing.

    Section 11: Date

    Include the date the document was signed.

    Attach to the articles of amalgamation

    You have to attach these documents to the articles of amalgamation:

    • the amalgamation agreement, if any;
    • a statutory declaration of a director or an officer of each amalgamating corporation; and
    • a statutory declaration of a member of the governing body of each amalgamating extra-territorial body corporate.

    This declaration has to satisfy the registrar that:

    • each amalgamating body corporate and the amalgamated corporation will be able to pay its liabilities when due;
    • the amalgamation will not be prejudice against a creditor;
    • adequate notice was given to all known creditors of each amalgamating body corporate; and
    • no creditor objects to the amalgamation, aside from grounds that are frivolous or vexatious.

    If there is no amalgamation agreement

    You'll need to provide notice of this along with the other required documents.

    Notice of address of corporation

    Download and complete Form 2 ‒ Notice of address of corporation.

    Section 1: Name of corporation

    The name must match the name appearing on the certificate of name reservation or the name of one of the amalgamating corporations. Leave this section blank if it's going to be a numbered name.

    Section 2: Registered office in Yukon

    A corporation must always have a registered office in Yukon.

    “Delivery address” refers to a physical location. Include an address or other description to identify a person’s home or place of business. This must not include a post office box.

    “Mailing address” refers to where you send mail. Include a complete mailing address, including the postal code. This address can be a person’s home, place of business or post office box.

    Section 3: Records office

    Include the address of the records office. If the corporation is a public corporation, it may have a separate records office at a different place inside or outside Yukon.

    Section 4: Address for service by mail

    Only complete this section if the mailing address is different than what is in section 2. This address must be in Yukon.

    Section 5: Name of incorporator

    Include the first and last name of the incorporator.

    Section 6: Signature of incorporator

    Include the signature of the incorporator.

    Section 7: Date of signature

    Include the date the form was signed.

    Notice of directors

    Download and complete Form 8 ‒ Notice of directors.

    Section 1: Name of corporation

    The name must match the name appearing on the certificate of name reservation or the name of one of the amalgamating corporations. Leave this section blank if it's going to be a numbered name.

    Section 2: First directors of the corporation

    The number of directors must match up with the number of directors listed on form 1, section 4.

    Section 3: Name of incorporator

    Include the name of the incorporator.

    Section 4: Signature of incorporator

    Include the signature of the incorporator.

    Section 5: Date of signature

    Include the date the form was signed.

    Submit your documents and pay your fee

    After the forms are completed, submit them along with the fee. The cost for filing articles of amalgamation is $300.

    How to pay

    You can pay by:

    • cheque;
    • credit card;
    • cash; or
    • debit card.

    Cheque

    Provide a cheque in the appropriate amount made out to Government of Yukon.

    Credit card

    We accept Visa, Master Card and American Express payment at the office. If you send your documents by fax, email or mail, provide a phone number where we can reach you. This is so you can give us your credit card information.

    Cash or debit

    Payment in cash or with a debit card can only be made in person at our office: 307 Black Street, 1st floor

    COVID-19 office operations

    Until further notice, because of the COVID-19 safety measures, our office is closed to the public.

    Deliver your documents to us

    You can drop off forms in our secure drop box. It's in the entrance of our building between the outside and inside doors. You'll also find copies of the most used forms next to the drop box.

    When you put your forms in our secure drop box, you can include:

    • cash;
    • cheque; or
    • a payment information form to contact you for credit card payments.

    To pay with debit card, you'll have to make arrangements beforehand:

    • Phone us: 867-667-5314
    • Tell us a date and time when you can come to our office.
    • Our staff will meet you in the entryway between the interior and exterior doors at the agreed-to time with a point-of-sale terminal.

     

  5. After we receive your documents and payment

    Processing time

    After we've accepted and filed all your documents, you'll receive a certificate of amalgamation. The process can take up to 10 business days.

    Legal advice

    Staff at Corporate Affairs cannot provide any interpretation of legislation or operational advice of any sort regarding:

    • business corporations;
    • sole proprietorships;
    • partnerships;
    • cooperative associations; or
    • societies.

    If you need advice, talk with a professional such as a lawyer or an accountant.

    Our staff cannot provide legal advice or services. For legal matters, contact a lawyer or phone the Yukon Law Line: 867-668-5297, toll free 1-866-667-4305

    Business identifier numbers and taxes

    For information about business identifier numbers, taxes and charitable status, visit the Canada Revenue Agency.

    Business licences

    For information about business licences, phone the City of Whitehorse 867-668-8346 or email adminbuilding@whitehorse.ca.


Contact 

Our offices are open Monday to Friday from 8:30 a.m. to 4:30 p.m.

Phone: 867-667-5314, or toll free in Yukon 1-800-661-0408, extension 5314

Fax: 867-393-6251

Email: corporateaffairs@gov.yk.ca

Mail:
Government of Yukon
Corporate Affairs (C-6)
Box 2703,
Whitehorse, Yukon Y1A 2C6