Athennian supports two methods of combining multiple companies: mergers and amalgamations. Amalgamations are a style of merger used in Canada and other commonwealth countries. Although there are a variety of ways to execute an amalgamation in Athennian, the method we describe in this article is the most common.
Step 1: Creating the Resulting Entity
Since an amalgamation creates a new entity with a unique corporate identity formed as a result of the amalgamation, we need to create that new entity in Athennian.
If the resulting entity will have a similar composition to another entity (ex. same share classes, addresses, etc.), you can set the status of the existing similar entity to a Template, use it as a template to create your new entity, and then set that existing similar entity back to Confirmed. To learn how to create an entity from a template, consult this help article.
Alternatively, if the resulting entity will have a unique composition, you can create a new entity from scratch. To learn how to create a new entity from scratch, consult this help article.
Once you create your entity, you will want to change the navigate to the new entity's General > Entity Details tab, and then change the Creation Type to Amalgamated/Merged. Once this is completed, you can process to fill in the remainder of the new entity's information.
Step 2: Creating the Amalgamation Task in the New Entity Profile
In the profile of the entity created in step 1, create the Amalgamation Task by following these simple steps:
Navigate to the Tasks section and select + New;
In the 1. Details tab, select the Merge / Amalgamate task in the Task Type field, and ensure that the Due Date is correct;
In the 2. Merge/Amalgamate task, enter the applicable dates, and select the Amalgamation Type;
Check off whether approval was received from directors and shareholders of all required entities;
Select + Entities and then select the entities that are parties to the amalgamation - a list will appear in the task tab confirming that the entities' statuses will be changed from Confirmed to Closed;
Navigate to the 3. Supporting Documents tab, and select + Supporting Documents to select the templates you would like to use to generate the supporting documents;
Once you've selected your templates, select Add;
Select Create in the bottom righthand corner of the task, change the status of the task to Pending, and then select Generate Documents from the 3. Supporting Documents tab - Note: by setting the task status to Pending, you will start the amalgamation process. The amalgamation process can always be cancelled without making permanent changes to the entities.
Video Instructions (Steps 1 & 2):
Step 3: Generating the Supporting Documents for the Amalgamating Entities
Once the amalgamation task is created, you will notice that all of the entities involved will be marked with a special icon to help you and others identify the entities that are involved in the amalgamation.
Once you open up the profiles of the entities involved in the amalgamation, you will be notified via a pop-up in the entity that the entities are involved in an amalgamation. This is to prevent users from making any changes without first being notified of the pending transaction.
To generate the documents to support the amalgamation for the involved entities, navigate to those entities, create Merge / Amalgamate tasks and generate the documents to support the amalgamation.
Step 4: Completing the Amalgamation
Once you have completed all steps required to finalize the amalgamation, you can return to the resulting entity profile to complete the amalgamation task. When you update the task status from Pending to Completed, you will be prompted to confirm the action. Completing an amalgamation task will resign all the principals (directors, officers, etc.) of the amalgamating entities, set the amalgamating entities' statuses to Closed, and write to all the entity's General > Audit Trail describing that the amalgamation occurred, who completed the task and on what date.
Once you set the Merge / Amalgamate task to Completed, the statuses of the amalgamating entities will be set to Closed. To view these entities, simply navigate to the Entities tab and search for the profiles by either typing their names or selecting the appropriate filters.
Finally, navigate to the General > Audit Trail section of each of the involved entities to view the recorded transaction.
Video Instructions (Steps 3 & 4):