Amalgamation requires complete transfer of property and liabilities, with substantial shareholder continuity distinguishing mergers from asset acquisitions.

Amalgamation is a merger of one or more companies into another company or into a newly formed company. It requires transfer of all property and liabilities of the amalgamating company to the amalgamated company by virtue of the merger, together with shareholder continuity of at least three-fourths in value. Property acquisitions through purchase, or distributions after winding up, are excluded. Under the earlier framework, shares already held by the amalgamated company, its subsidiary, or their nominees are excluded for determining shareholder continuity.

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