Dictionary

Amalgamation

“A legal process that combines two or more companies into one. The structure and whether the combined company legally continues the old companies depend on local law.”

Why amalgamation matters to a first-time founder

An amalgamation uses a process set by law to combine companies, their property, debts and shareholders. It is different from an ordinary purchase of assets or shares. The structure affects approvals, contracts, tax, ownership and which legal entity continues. Its exact meaning depends on the country.

Examples of amalgamation

Two Canadian companies agree to amalgamate under the relevant company law. Their shareholders receive shares in the combined company. Property and debts continue as the law provides. The law and transaction documents determine the required approvals and filings and what happens to existing contracts.

Common misunderstanding

An amalgamation does not always create a legally new business or have the same result as an acquisition. Some laws treat the combined company as continuing the old companies; other laws use different ideas or words. The label alone does not reveal the legal, accounting or tax outcome.

When to use it

Use the term only after identifying the company law and legal process that apply. Before proceeding, check shareholder approvals, lenders and other creditors, contracts, licences, employees, tax and financial reporting. Use lawyers and accountants qualified in every relevant country to structure and record the deal.