If two or more credit unions or caisses populaires want to combine their businesses and operations into one credit union or caisse populaire, the proposed transaction requires the approval of the Superintendent of Financial Services (the Superintendent). To obtain approval for the amalgamation, the credit unions or caisses populaires must complete the steps below.
Step 1 – File a Joint Submission
As a first step, the credit unions and/or caisses populaires must jointly file a submission with the Superintendent. This must be done within 30 days from when the Board of Directors for each credit union or caisse populaire approve the proposed amalgamation agreement, but 60 to 90 days before it is presented to the members for approval.
The submission should be accompanied by a cheque that is payable to the Minister of Finance for the required fee that is outlined in the Minister's Schedule of Required Fees.
The submission, accompanying documents and cheque should be filed with the Financial Services Commission of Ontario's (FSCO) Licensing Branch.
In deciding whether to give approval for the credit unions and/or caisses populaires to proceed with the amalgamation process, the Superintendent will take into account whether the plans presented are in the best interests of members and the sector, and that all requirements of the Act have been met.
Refer to section 309 of the Credit Unions and Caisses Populaires Act, 1994 (the Act) for the prescribed information that must be included in the amalgamation agreement.
The submission for approval must include the following documents or information:
- Amalgamation agreement – this agreement must be signed by the Board of Directors of each credit union or caisse populaire;
- Business plan – this plan should describe the rationale for the amalgamation (i.e. whether it is in the best interest of the members and the sector);
- Audited financial statements – provide the latest audited financial statement for each credit union or caisse populaire that will be amalgamated;
- Interim financial statements – include the latest interim financial statements for each credit union or caisse populaire that will be amalgamated;
- Share capital structure – provide a document that outlines the share capital structure of the proposed single credit union or caisse populaire;
- By-laws – include the proposed single credit union's or caisse populaire's by-laws;
- Board of Directors resolutions – Resolutions from the Board of Directors for each credit union or caisse populaire that confirms and approves the proposed transaction;
- Communications plan – this plan should outline the proposed communications for the credit union and/or caisse populaire members that are affected by the amalgamation;
- Proposed timeline – include a document that outlines the proposed timeline for the members' and shareholders' special meetings;
- Summary of due diligence efforts of each party – this information should support the identification of risks for each party and the transition, as well as high-level action plans; and
- Submission to consider and reserve a new name for the amalgamated credit union – see the web page on Applying for Approval to Use a Trade Name or Change a Legal Name for a Credit Union for more information.
Step 2 – Hold a Special Members Meeting to Seek Approval
Within 30 days of receiving approval from the Superintendent, the credit unions and/or caisses populaires each need to call a special meeting for their members and shareholders in order to proceed with the amalgamation process. (Please refer to the Act for the applicable requirements for issuing appropriate notice to members and shareholders.) The purpose of this meeting is to obtain the approval of the credit unions' and/or caisses populaires' members and/or delegates and shareholders, by special resolution, as per the Act and the by-laws of each entity. Members, delegates and/or shareholders have the opportunity to exercise their membership and shareholder rights at this special meeting.
If the members, delegates and/or shareholders approve the proposed amalgamation, according to the requirements under the Act, the credit unions and/or caisses populaires can proceed with the approval process.
Step 3 – File a Submission for the Amalgamation
In this final step, the credit unions and/or caisses populaires must jointly file a submission with the Superintendent for a certificate of amalgamation of the credit unions and/or caisses populaires. This submission should be submitted to FSCO's Licensing Branch within 30 days of the members' and shareholders' meeting where the transaction was approved.
The submission must include the following documents:
- A joint cover letter for the amalgamation of the credit unions and/or caisses populaires;
- A certified copy of the resolutions from the members and/or delegates, and if applicable, shareholders for each class and series of special shares, approving the transaction;
- A final signed amalgamation agreement with its appendices, certified by the secretary of each credit union, as approved by the Superintendent;
- Signed Articles of Amalgamation; and
- Signed and dated by-laws for the new credit union.
If further information or clarification is required by the Superintendent, the designated contact person will be contacted.
The Superintendent may issue an amalgamation certificate once he/she is satisfied that the requirements under the Act have been met.
If FSCO receives a complete submission ― this is a submission that is not missing any information or documents ― it will generally be processed within 30 business days from the date it is received. A new Ontario business number will be provided, along with the single credit union's charter number at this time.