Conquer New Markets Seamlessly: Streamline Your Articles of Continuance Across Canada
Is it time for a fresh start in a new Canadian jurisdiction? Embarking on a new chapter often involves not just growth, but navigating the legalities of entering a new market, or even relocating your headquarters. Whether you’re setting up shop in bustling Toronto, venturing into the energy hub of Alberta, tapping into the dynamic tech scene of British Columbia, or aiming for national reach with the Federal domain, filing Articles of Continuance can feel like deciphering a legal labyrinth.
Fret not, our team of experts is here to unravel the intricacies of multi-jurisdictional expansion, or strategic relocation, in Canada. We’ll be your trusted guide, ensuring a smooth transition as you establish your business in Ontario, Alberta, British Columbia, or the Federal sphere.
What Are Articles of Continuance For Corporations in Canada?
In Canada, Articles of Continuance are legal documents used by a corporation to continue its existence under the laws of a different jurisdiction. This essentially means your corporation remains the same entity, but its legal framework and governing laws adapt to the new jurisdiction. Here’s a breakdown of their purpose and usage:
Purpose:
- Change in Jurisdiction: Articles of Continuance allow a corporation formed in one Canadian province or territory to operate and be recognized as a legal entity in another. This opens doors for expansion, accessing new markets, or relocating headquarters.
- Maintaining Continuity: While changing jurisdictions, the corporation retains its existing identity, including its name, assets, liabilities, contracts, CRA tax accounts, and legal history. This ensures seamless business continuity without needing to dissolve and re-incorporate.
Usage:
- Federal Expansion: Corporations can file Articles of Continuance to be governed under the Canada Business Corporations Act (CBCA), gaining national reach.
- Strategic Relocation: Businesses can use them to move their legal domicile to a jurisdiction with more favourable business, legal or tax environments.
Filing Process:
- Each province and territory have their own specific filing requirements and procedures for Articles of Continuance.
- Generally, copies of incorporation documents, resolutions from the board of directors, and payment of filing fees are needed.
Benefits:
- Simplified Expansion: Avoids the complexities of dissolving and re-incorporating in a new jurisdiction.
- Legal Compliance: Ensures your corporation operates legally under the new jurisdiction’s laws.
- Business Continuity: Maintains your existing business identity, contracts, and relationships.
- Strategic Flexibility: Opens doors for accessing new markets, attracting investors, or adapting to changing business needs.
What is the Difference Between Articles of Incorporation and Articles of Continuance?
Articles of Incorporation:
- Purpose: Create a new corporation. They act as the corporation’s birth certificate, defining its existence, name, purpose, initial share structure, and governance structure (board of directors and officers).
- When used: At the very beginning, when a corporation is first formed and comes into being.
- Filed with: The government agency responsible for business entities in the chosen jurisdiction.
- Key features:
- Establishes the corporation’s legal existence and identity.
- Outlines the corporation’s basic framework, including its purpose, powers, and limitations.
- Specifies the rights and responsibilities of directors, and officers.
Articles of Continuance:
- Purpose: Change the governing jurisdiction of an existing corporation. They allow a corporation already formed in one jurisdiction to operate legally within another jurisdiction.
- When used: After a corporation has been established and operated in its original jurisdiction.
- Filed with: The government agencies responsible for business entities in both the original and new jurisdictions.
- Key features:
- Does not create a new corporation, but rather adapt the existing corporation to a new legal framework within the new jurisdiction.
- May require some adjustments to the corporation’s internal governance and bylaws to comply with the new jurisdiction’s laws.
- Does not affect the corporation’s existing identity, including its name, assets, liabilities, and contracts.
Here’s an Analogy to Illustrate the Difference:
- Think of Articles of Incorporation as the blueprint for building a house. It defines the house’s overall structure, foundation, and basic framework.
- Articles of Continuance are like moving the house to a new plot of land. The house itself remains the same, but the surrounding context and legal framework change.
Using Ontario Business Central to File Articles of Continuance
- Multi-Jurisdictional Savvy: Our team boasts in-depth knowledge of each province and the Federal landscape, meticulously navigating diverse legal frameworks and ensuring seamless compliance.
- Streamlined Process: We demystify the complexities, guiding you through every step, from preparing accurate documents to navigating filing procedures, minimizing delays and maximizing efficiency.
- Cost-Effective Solutions: We understand your budget constraints and offer transparent pricing with tailored packages to fit your specific needs.
Beyond Expansion, Unparalleled Benefits:
- Faster Market Entry: Forget red tape and legal roadblocks. With our expert guidance, you’ll enter new markets swiftly, capitalizing on emerging opportunities before they slip away.
- Reduced Compliance Risk: We meticulously ensure your documentation and filing are accurate and compliant, mitigating legal risks and potential penalties, letting you focus on what matters most: growth.
- Peace of Mind: Delegate the legalities to us. Focus on strategic planning and business development while we handle the intricacies of filing Articles of Continuance across Canada or managing your relocation process.
- Preparation of documentation is emailed to you in draft for approval before steps are taken to finalize your request.
Our Expertise Extends Beyond Provincial Boundaries. We Empower Your Multi-Jurisdictional Ambitions, Whether You’re:
- Crossing provincial lines to tap into new markets and customer bases.
- Leveraging the national reach of the Federal domain for broader impact.
- Strategically relocating your headquarters to a jurisdiction that best suits your business needs.
We’ll Be Your Trusted Partner, Helping You:
- Navigate name availability and registration across each jurisdiction.
- Prepare and file Articles of Continuance with meticulous accuracy.
- Liaise with government agencies and legal authorities on your behalf.
- Ensure seamless continuity of operations throughout the process.
What is Required to Continue Into Another Jurisdiction in Canada?
The specific requirements for filing Articles of Continuance can vary depending on the original jurisdiction and the jurisdiction you’re filing in. However, there are some general documents and information that are typically required in most cases. Here’s a list of what you’ll likely need from the original jurisdiction:
1. A copy of the Articles of Incorporation: This is the most important document, as it establishes the existence of your corporation and its basic legal framework. You can download a copy of the Articles of Incorporation to us as you proceed through the continuance process with our easy-to-use online portal. Some jurisdictions require this document to be a Certified copy.
In addition, you will need to provide the following to file Articles of Continuance:
- A list of the corporation’s directors and officers
- An individual who is authorized to make power of attorney appointing an agent to receive service of process in the new jurisdiction
- Share structure for the corporation such as one or two classes of shares
- Minimum and Maximum number of directors
Is a Name Search Required When Entering a New Jurisdiction?
Yes, in Ontario, Alberta and a Federal continuance, the corporation must provide a NUANS report for the new jurisdiction the corporation will be expanding to. In British Columbia, a name reservation is required as part of the process and acceptance in this jurisdiction.
What if the Corporate Name is Not Available in the New Jurisdiction?
If the existing corporate name is not available in the intending new jurisdiction, you have some choices to make. If you wish to proceed into the new jurisdiction, you can continue under a new business name to enter the jurisdiction of choice. If the brand and business name is highly important, this may cause you to pause and maintain your current established brand and look at alternatives such as creating a new sister corporation in the secondary jurisdiction.
What Happens to the Original Incorporated Company?
1. Continued Existence:
- Once it has continued into the new jurisdiction, the corporation would fall under the rules and regulations of the new jurisdiction. When filing the Articles of Continuance, it is stated that the corporation is moving to the new jurisdiction under the new corporation act as if it had been incorporated under that act. The corporation continues to exist, and carries with it the history of its original jurisdiction, including the original Articles of Incorporation.
2. Discontinuance:
- In most cases, the original incorporation remains active in the home jurisdiction until a Discontinuance is filed. This would put an end to the corporation in the original jurisdiction, so it would no longer appear as active. The corporation would remain in the historical records, and typically is listed as ‘Inactive’ or ‘Continued out’.
3. Factors Determining Status:
- Jurisdictional regulations: Each province or territory has its own rules regarding the status of the original incorporation after continuance. Once the corporation has continued into the new jurisdiction, the original jurisdiction typically lists the status as ‘inactive’ or ‘continued out’.
- Legal and financial obligations: In order to gain approval to remove from the current jurisdiction, a corporation must be in good standing, which may include accounting for any legal and financial obligations, as well as any required filings such as Annual Return filings, before authorization is granted.
What if I Want the Corporation to Stay in its Original Jurisdiction and Also Have a Secondary Jurisdiction of Operation?
Registration as a Domestic Extra-Provincial Corporation (DEPC):
- This is the most common approach when establishing a secondary presence in another Canadian province.
- The corporation registers with the new jurisdiction by filing specific documents through a Form 2 Extra Provincial Licence rather than the Articles of Continuance and paying fees associated.
- Allows the corporation to legally conduct business in the new jurisdiction under its existing name and structure, while remaining as it was originally established in its original jurisdiction.
- Requires complying with both the original and new jurisdiction’s corporate, tax and regulatory requirements.
2. Establishing a Branch:
- A branch is a legally dependent extension of the corporation operating in the new jurisdiction.
- Offers greater flexibility but may involve more complicated tax parameters and compliance costs.
- The branch itself cannot hold assets or incur liabilities separately from the main corporation.
- Requires filing specific documents and complying with branch-specific regulations in the new jurisdiction.
3. Subsidiary Incorporation:
- Forming a new, separate corporation (a subsidiary) in the new jurisdiction.
- Offers greater legal and financial separation from the main corporation, potentially limiting liability.
- Involves additional administrative and tax considerations due to the separate entity.
- Requires complying with the new jurisdiction’s incorporation and ongoing maintenance requirements.
What if My Originating Corporation is Outside of Canada?
Register as a Foreign Extra Provincial Licence
If you have an existing corporation that exists outside of Canada, you can complete an Foreign Extra Provincial Licence in Ontario. Ontario provides unparalleled access to business opportunities in Canada with a very strong economic presence with low corporate tax rates.
Ontario Business Central has over 30 years assisting entrepreneurs, law firms and accounting firms to complete corporate filings in a professional, seamless manner. Please reach out if you have any questions.
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Ontario Business Central Inc. is not a law firm and cannot provide a legal opinion or advice. This information is to assist you in understanding the requirements of registration within the chosen jurisdiction. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional.
