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, this is the most common method that we describe in this article.
Step 1: Create 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 identify who that entity will be.
If the resulting entity will have a unique corporate profile (share classes, addresses, etc.) as another entity, you can Duplicate another entity to form a new one. Alternatively, you can create a new entity from scratch by clicking the + New button in Entities.
If you choose to duplicate an entity, the next step is to update the entities (expected) name. You can do this by clicking on the new duplicated entity and navigating to General and then Entity Details. The click on the entity's name.
When you click on an entity name, it will bring up the change name wizard. Enter the new entity name in the top of the card, add the dates and confirm the required checklist and click apply. This will update the entity's name.
Once you've changed the name, update the creation type to "Amalgamated/Merged".
Once you have completed this step, you can proceed to fill out the entity details as needed. In the duplication process, the entity's jurisdiction and Constitution details (by-laws, rules, articles and share class settings will be imported as well). By August 2019, addresses, registrations, document folders and virtual minute book tab settings will also be automatically copied when duplicated.
Step 2: Create the Amalgamation Task
In the resulting entity profile, navigate to Tasks, click + New, select Merge / Amalgamate as the Type, and click Create to save the task.
Navigate to 2. Merge / Amalgamate on the task menu and enter the details of the amalgamation that you want to execute. Select the + Entities button to select the entities that you want to amalgamate with.
Start the amalgamation process by setting the task status to Pending.
By setting the task status to Pending, you will start the amalgamation process. The amalgamation process can always be ended without causing permanent changes to the entities if changes occur. You can also generate still execute share and other transactions, create tasks and generate documents in all of the entities involved to be able to generate consents, resolutions or amalgamation agreements as needed.
When the task is started, all entities involved will be marked with a special icon to help you and others identify entities that are involved in a merger.
When you open an entity involved in an amalgamation, you will be notified via a pop-up in the entity. This is to prevent users from making any changes without first being notified of the pending transaction.
Step 3: Create Organizational Tasks in the Involved Entities
If you need to generate any documents to support the amalgamation for the involved entities, you can navigate to those entities and execute any changes (i.e., share exchanges, etc.) and generate documents to support those transactions as well as the amalgamation more generally through the Organizational task.
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 Complete, you will be prompted to confirm the action. Completing an amalgamation task will resign all the principals (directors, officers, etc.) of the TargetCo's, set the TargetCo's status to Inactive, and write to all the entity's history audit trails that the amalgamation occurred, who completed the task and on what date.
Once you have completed the Merge/Amalgamate task, the TargetCo entities will be set to Inactive. Inactive entities are by default hidden from the main views, if you want to see them, select to show Inactive entities. To try this out, navigate to Entities list and select Inactive to see them.
If you navigate to an Inactive entity's History under the Overview tab, you can see the audit trail that has recored the transaction.