Continue Your Corporation to Another Jurisdiction
File Articles of Continuance to move your corporation from its home jurisdiction to a new one (e.g. continue an Ontario corporation as a CBCA corporation, or vice versa). Requires authorization from both the departing and the receiving registry.
$349 CAD + applicable tax + government filing fees (pass-through, both jurisdictions). Filed within 5 business days.
Direction & Identity
Which way the corporation is moving, and how to identify it today.
Continue your corporation into a new jurisdiction
A continuance moves a corporation from the statute it is governed by today to the corporate statute of another jurisdiction, for example from the Ontario Business Corporations Act (OBCA) to the Canada Business Corporations Act (CBCA), or the reverse. The corporation keeps its existence, property and obligations; what changes is the law that governs it and the registry it reports to. Korporex prepares the filings for a continuance into or out of federal or Ontario jurisdiction and coordinates both sides of the process. For the differences between the two regimes, see our guide on federal vs. provincial incorporation.
Who this service is for
- Ontario corporations moving to federal jurisdiction (export from Ontario, import into the CBCA).
- Federal corporations moving to Ontario (export from the CBCA, import into the OBCA).
- Corporations from another province, such as British Columbia, Alberta or Quebec, moving into federal or Ontario jurisdiction, and federal or Ontario corporations moving to another province.
- Groups that need two corporations under the same statute before an amalgamation.
How a continuance works
Every continuance has two sides. The exporting jurisdiction authorizes the corporation to leave, and the importing jurisdiction issues a certificate of continuance. Leaving Ontario, the shareholders approve the continuance by special resolution and the Director endorses an Application for Authorization to Continue in Another Jurisdiction; that authorization expires six months after endorsement unless the corporation is continued within that time, and a copy of the new jurisdiction's instrument of continuance is filed in Ontario within 60 days of its issue. Leaving the CBCA, the shareholders pass a special resolution, Corporations Canada issues a letter of satisfaction valid for 90 days, and it issues a certificate of discontinuance once it receives the importing jurisdiction's certificate.
What we file and what you provide
We prepare the exporting jurisdiction's authorization filing and the Articles of Continuance for the importing jurisdiction (Form 11, with Form 2, for a continuance into the CBCA). You provide the direction of the move, the current and destination jurisdictions, the corporation's current name, corporation number and business number, any new name, the new registered office in the destination jurisdiction, the reason for the continuance, the date of the shareholders' special resolution, the directors of the continued corporation and the effective date you want.
Key requirements
- The shareholders authorize the continuance by special resolution. Under both the OBCA and the CBCA, shareholders who dissent are entitled to be paid the fair value of their shares.
- Corporations Canada needs the Ontario authorization (an endorsed Application for Authorization to Continue) to import an Ontario corporation, and a word name must be pre-approved by Corporations Canada.
- Ontario's Articles of Continuance are supported by the home jurisdiction's authorization, and a name that is not a number name requires an Ontario-biased NUANS report.
- Government filing fees: Corporations Canada charges $200 to import online and nothing to export; Ontario charges $330 for Articles of Continuance and $330 for an authorization to continue out.
If the move is a step toward combining two corporations, our amalgamation service covers the next filing. A new name for the continued corporation can be checked first with a NUANS name search report.
Continuing a corporation: common questions
Is a continuance the same as dissolving and incorporating again?+
No. A continued corporation is the same legal entity: it keeps its property, contracts, rights and liabilities, and proceedings by or against it continue. Only the statute that governs it and the registry it reports to change. Dissolving and incorporating a new corporation would instead create a separate legal person.
Why does a continuance involve two registries?+
The corporation needs permission to leave its current jurisdiction and a certificate from the new one. The exporting registry authorizes the departure, the importing registry issues the certificate of continuance, and the exporting registry then records that the corporation has left. Korporex coordinates both filings.
Do the shareholders have to approve a continuance?+
Yes. Under both the OBCA and the CBCA, a continuance out of the jurisdiction is authorized by special resolution of the shareholders, meaning at least two-thirds of the votes cast. Under the CBCA, every share carries a vote on a continuance, even shares that are otherwise non-voting, and dissenting shareholders can claim the fair value of their shares.
Can the corporation change its name when it continues?+
Yes. The Articles of Continuance can set out a new name, and some corporations change names because the existing name conflicts with one in the destination registry. A word name continuing into the CBCA must be pre-approved by Corporations Canada, and a name continuing into Ontario that is not a number name requires an Ontario-biased NUANS report.
When is the corporation governed by its new jurisdiction?+
From the date on the certificate of continuance issued by the importing jurisdiction. A corporation continued into the CBCA becomes subject to it on the date shown on its federal certificate of continuance. A federal corporation that leaves ceases to be governed by the CBCA on the date of its certificate of discontinuance.
Korporex is not a law firm and does not provide legal advice. This page is general information about the continuance filing; for advice on your specific situation, including its tax consequences, consult a lawyer or accountant.
Learn before you file
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