Continuing your Corporation to Another Canadian Jurisdiction

Contact our law firm for your corporate legal work at 403-400-4092 / 905-616-8864 or Chris@NeufeldLegal.com

Continuance is a statutory procedure that allows a corporation to effectively change its current corporate jurisdiction (federal or provincial) to another jurisdiction (another province or federally); with the process permitting the company to transfer its legal domicile without interrupting its existence. Unlike dissolving a company and creating a new one, continuance treats the corporation as if it were always incorporated under the laws of the new jurisdiction. This mechanism is essential for businesses seeking to align their corporate structure with changing operational needs, regulatory environments, or strategic goals.

The most critical legal characteristic of continuance is the preservation of the corporation's identity. When a company continues from one jurisdiction's Business Corporations Act to another jurisdiction's Business Corporation Act, it remains the same legal entity; there is no creation of a new corporation and no destruction of the old one. Consequently, the corporation's existing rights, obligations, and liabilities remain intact. It retains ownership of all property, remains liable for all debts, and is subject to any existing legal judgments or rulings. This seamless transition is vital for business continuity, as it typically negates the need to assign contracts, transfer assets, or renegotiate terms with creditors, which would be required if the company were to re-incorporate from scratch.

Corporations generally pursue continuance for strategic, administrative, or tax-related reasons. A common motivation is regulatory arbitrage regarding director residency requirements; for example, a corporation might move to Alberta or Ontario to bypass the requirement found in other jurisdictions that a certain percentage of directors be Canadian residents (i.e., federal, Manitoba, Saskatchewan). Other motivations include facilitating a merger or amalgamation with a company in another province (since both companies must usually belong to the same jurisdiction to amalgamate) or reducing administrative burdens by moving away from the more rigorous filing requirements of the federal Canada Business Corporations Act (CBCA) to a provincial statute [more on reasons for continuing to another jurisdiction].

The procedural mechanics of continuance involve a coordinated "export" and "import" process between the two relevant jurisdictions' corporate registrars. First, the corporation must obtain authorization from its current jurisdiction (usually requiring a special resolution from shareholders) to leave. Simultaneously, it must apply for a Certificate of Continuance in the new jurisdiction by filing "Articles of Continuance." The new jurisdiction will require assurance that the move is not being done to defraud creditors or escape legal duties (which typically requires a legal opinion from a lawyer). Once the new jurisdiction issues the Certificate of Continuance, the corporation effectively "arrives," and the previous jurisdiction issues a Certificate of Discontinuance to close the file in its former corporate registry.

Upon the effective date of the continuance, the corporation is fully governed by the laws of the new jurisdiction, and its founding document changes from its original Articles of Incorporation to the new Articles of Continuance. While the internal governance (such as bylaws and shareholder agreements) may need to be updated to comply with the new statute, and certain administrative steps may need to be taken (in particular where there is a change to the corporation's name), the commercial life of the business continues uninterrupted. This statutory portability is a unique and powerful feature of Canadian corporate law, offering businesses the flexibility to migrate across provincial and federal borders as their business strategies evolve.

At Neufeld Legal, our law firm works with corporations looking to continue into alternate jurisdictions for a variety of business reasons, given that most corporate continuances require the engagement of legal counsel to complete the required paperwork for submission to the appropriate governments' corporate registries (i.e., as legal opinions can only be conferred by lawyers); so if you are looking to continue your company into an alternate jurisdiction, contact us at 403-400-4092 [Alberta], 905-616-8864 [Ontario] or via email at Chris@NeufeldLegal.com.