123.129. A company and a subsidiary of which it holds all the shares may amalgamate without conforming to Division II, if their board of directors adopts a resolution providing that
(1) the shares of the subsidiary will be cancelled without reimbursement of the capital represented by these shares;
(2) the articles of amalgamation will be identical to the deed of incorporation of the parent company, taking account, however, of this Part and the regulations of the Government;
(3) the company resulting from the amalgamation will not issue shares or other titles of indebtedness at the time of amalgamation;
(4) the directors of the company resulting from the amalgamation will be those of the parent company and its by-laws will be those of the parent company or those prescribed by the board of directors of the parent company; the by-laws so prescribed are, however, subject to the provisions of subsection 3 of section 91.