FILE ARTICLES OF CONTINUANCE IN ONTARIO
Ontario Articles of Continuance
To bring an existing domestic or foreign corporation into the province of Ontario where the existing corporation is leaving another jurisdiction to operate exclusively within Ontario, Articles of Continuance is the correct filing to the Ontario government to achieve this action. The corporation can be a for profit or non for profit corporation.
We are also here to assist you to file the proper documentation with the home jurisdiction to remove the corporation from the originating province or state.
Numbered or Named Corporation
Named Corporation
Most individuals simply bring the existing corporate name into Ontario when filing the Articles of Continuance.
The name of the corporation can be provided as any of the following
- An English name
- A French name
- A combination between french and english
If the existing corporation is in another language, it may be best to translate the business name into any of the approved options listed above.
Numbered Corporation
If you have an existing corporation that is new to Ontario, you can file the existing numbered corporation and gain a new Ontario numbered corporation to maintain a numbered company status.
If your corporation has already registered in Ontario by filing a Form 2 where you have an Ontario corporate number already, that existing Ontario number will be used when you are filing the numbered corporation into Ontario.
What about the Legal Ending For Corporation?
The ontario government accepts any of the following legal endings as part of the Articles of Continuance submission
- Limited or LTD.
- Corporation or Corp
- Incorporated or Inc.
- Limitee or Ltee
- Incorporee
- Society, Association as examples for Not For Profit
What if I want to change the corporate name?
On occasion, the same corporate name is already in use by another company in Ontario. In the event this happens, you would be required to modify your corporate name to avoid confusion or infringement with the existing Ontario corporate name.
Alternatively, if you feel that there would be a more suitable corporate name with the move to the Province of Ontario, you can change your existing corporation coming into Ontario to a new corporate name. This is a time, where if you want to change the name, you can complete this task within the Articles of Continuance submission into Ontario. Under normal circumstances of a name change to a corporation the Articles of Amendment filing is required and has additional fees. Therefore, this is a great opportunity to change the corporate name at no additional cost outside of the Articles of Continuance Filing.
What is a NUANS report and why do I need to obtain it?
The NUANS report is mandatory in many jurisdictions in Canada when you are establishing a corporation, amalgamating, filing an extra provincial licence or in this circumstance filing Articles of Continuance.
The NUANS report is a 6 page document detailing existing businesses in many jurisdictions but specifically Ontario. The report simply lists similar Sole Proprietorships, General Partnerships, Corporations and trademarks associated with Ontario.
The NUANS report is reviewed by the client, our team and the provincial examiner to ensure there are no exact matches. If similar named businesses appear, this is when it is important to consider infringement or confusion and whether to continue on with the exact same name or look for an alternative name to proceed.
Timeframe
Ontario Business Central provides two ways of filing the Articles of Continuance into Ontario. The first option is the standard which is 10 to 12 business days and is filed manually. We also have the ability to file in a secondary more expensive platform where the fees to complete the filing is reduced to 24/48 hours however the fees are higher.
Initial Notice
The Initial Notice is already preselected on our ordering page as this is a mandatory required submission to the province when the Articles of Continuance have been filed and completed.
Much of the information provided in the Articles of Continuance will be typically a duplicate in the Initial Notice filing such as the corporate address and directors listed. The Initial Notice also requires the officer positions for the corporation such as CEO, CFO, and Chairperson. When providing the Initial Notice, there is a full list of officer positions to select from. It is important to ascertain who will hold which position in the corporation.
Share Structure
The share structure for the Articles of Continuance most likely will be similar or mirror the structure you currently have within the Articles of Incorporation in your home jurisdiction.
In Ontario, the share structure requests details if applicable to the following structure:
- Restrictions, if any, on business the corporation may carry on or powers the corporation may exercise:
- The classes and any maximum number of shares that the corporation is authorized to issue:
- Rights, privileges, restrictions and conditions (if any0 attaching to each class of shares and directors’ authority with respect to any class of shares which may be issues in series:
- The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:
- Other provisions, if any, are:
If you wish, you can select standard 1 or 2 classes of shares from our existing templates. The one class of shares provides that each person has the same voting rights. The two classes of shares provide that there will be both voting and non-voting shares available.
If you wish to provide your own share structure, there is an additional fee to do so. We can only obtain the structure in a format that allows us to simply copy and paste the intended details of the structure.
Corporate add-ons
Draft Articles
The draft articles are preselected in our ordering page. This ensures that you will see, review and accept the Articles of Continuance before they are filed with the province of Ontario. We will require a written confirmation to proceed or any amendments that are required before submission. If changes are required, the changes will be updated by our team and a redraft will be sent for your review and approval.
Trade Name Search
The Trade Name provides a secondary business under the corporation, it is important to search the secondary name in the NUANS preliminary search system to ensure the name appears to be available. The NUANS report is not mandatory for a Trade Name as the name does not have name protection as a corporate name does; however, it is important to gather whether the business name has conflicts against existing businesses in Ontario.
Trade Name Registration
The Trade Name allows you to operate a second business name under your corporation in Ontario. If you wish to operate a second business name or shorten the corporate name provided in the Articles of Continuance for branding, signage etc. the Trade Name provides this to the business owner.
Corporate Supplies
The corporate supplies consist of a minute book, by-laws, minute book paper,share certificates and inserts for directors, officers, shareholders along with a slipcase and brass plate as an identifier to the name of the corporation. A minute book is required in Ontario to be maintained for the journey of the corporation. It is recommended you obtain the corporate supplies to maintain the changing records over time with the corporation.
Ontario Articles of Continuance FAQ
To register an Ontario Articles of Incorporation, the corporation must comply with specific requirements in Ontario to avoid issues related to corporate name approval
Corporate Name restrictions in Ontario
- The corporation must have a legal ending that is accepted by the province as listed. If the existing corporation has a different legal ending such as LLC or ULC, you can add the Ontario legal endings or replace the existing legal ending of the corporation with the accepted legal endings in Ontario
- Words that reflect a educational institute such as College or University require consent from the Ministry of Education in Ontario
- Some professional designations such as Engineer or Architect require consent from the Ontario governing body to provide accreditation to that professional for continuance.
- The use of vulgar or expletive words may be refused
- Symbols listed such as !@#$ may not be the first letter of the Articles of Continuance
- The name of the corporation cannot be confusing with a government body
- Financial, Insurance, Condominium and Coooperatives are not available under the Business Corporations Act and are available under other acts in Ontario. These business types are not available through Ontario Business Central
- If the corporation uses numbers at the beginning of the corporate name, the numbers cannot be confused with a numbered company in Ontario
- The Ontario Articles of Continuance cannot be the exact same name as an existing corporation already in existence in Ontario
Head Office Address for continuing into Ontario corporation
The head office address or listed corporate address for the corporation must be an Ontario address. If the corporation is continuing into the Province of Ontario, it will be required to have an Ontario address. The address must be a physical address. If a rural address, lot and concession numbers are acceptable. A postal address is not acceptable.
Director(s)
In Ontario it is required to provide either a minimum and maximum number of directors or a fixed number. Most corporations provide an extensive minimum and maximum number of directors where, over time the number of directors within the corporation may go up or down without any changes required from the Article of Continuance filing. If it is clear that there are and will always be the same number of directors listed for the corporation, a fixed number can be provided.
Examples:
Minimum of 1 Maximum of 10
Fixed 3
Contact Information
The person providing the contact information for the Articles of Continuance must have authorization to do so. The contact person will be the individual contacted if anything is required for this corporation. You will need to provide the first, middle and last name of the individual along with telephone number and email address.
Requested Date for Continuance
Most of the time, the request is for the earliest date according to when the province receives the Articles of Continuance. You can request up to a 30 day future date from the date of providing the article details.
Official Email
The official email address was introduced under the new Ontario Business Registry introduced in October of 2021. The official email address should be an email address that is maintained for all future correspondence with the province of Ontario. It should also be an email address that is frequently monitored. All documentation and correspondence whether from Ontario Business Central or the province of Ontario will correspond with this email address.
Primary or Naics Code
This is a new coding system brought into Ontario in October 2021 along with many other updates. When providing the details of the Articles of Continuance to us, a section for the Naics code will request that you scroll through a listing of different industries and to provide the 6 digit number that most reflects your business activity. You are not restricted to other business activities once you provide the Naics code within the continuance.
Why use Ontario Business Central?
Ontario Business Central has been in existence since 1992 assisting law firms, accounting firms, business to business and entrepreneurs to complete corporate filings within Canada.
We are not a law firm and cannot provide any legal advice. Our portal is available for those who wish to register or incorporate a business along with a number of other business filings.
Our staff are available either by livechat, telephone or email to assist you on requirements and submission with the government offices.