Original Publish Date: Oct 23, 2017
What Are Articles of Continuance?
If you have an existing corporation anywhere, whether inside of Canada or outside of Canada, and wish to bring the corporation into Ontario, the required government forms to do so are called the Articles of Continuance. Articles filed by a body corporate that want to move to continue as a corporation from one jurisdiction to another use Articles of Continuance to complete this change.
What businesses can file the Articles of Continuance?
An incorporated business from any jurisdiction including domestic and foreign corporations can submit the Articles of Continuance. The business needs to have a copy of the certified Articles of Incorporation, certified Articles of Amendment (when the corporation has a name change) or certified Articles of Revival (when the corporation has been dissolved and revived), certified Restated Articles of Incorporation, certified Articles of Arrangement, certified Articles Of Reorganization or certified Articles of Amalgamation, when applicable, from another jurisdiction.
What businesses cannot file the Articles of Continuance?
The established business types that cannot file Articles of Continuance are as follows:
- Sole Proprietorship
- General Partnership
- Extra Provincial Licence
- Limited Partnership
What is required to complete the Articles of Continuance?
The items required are as follows:
Both Domestic and Foreign Corporations
- Name of Existing Corporation
- Governing jurisdiction
- Original date of Incorporation
- Ontario biased NUANS Report
- Certified Copy of Original Articles of Incorporation
- Certified Copy of Articles of Amendment when applicable
- Letter of Satisfaction
- Requested date for Continuance (can be up to 30 days in future)
- Official email address
- Naics Code
- Number of Directors, names and addresses for service
- Restrictions on business activity, if applicable
- Share structure and any restriction for share transfers
- Provisions (if applicable)
- Authorization date
When the information is provided, we will prepare the documents and send them to you for review and approval.
Name of the existing corporation: This is the current legal name of the corporation you wish to continue into the province of Ontario.
Governing jurisdiction: Where the corporation originates from. As an example, the state of Florida, USA.
Original date of Incorporation: Within the original Articles of Incorporation, the date the corporation came into existence should be marked by the governing jurisdiction. Typically, the date can be found on the certificate page.
Ontario Biased NUANS report: The NUANS or Name Search report lists similar named trademarks, corporations and registered businesses to the corporation being brought into Ontario. A copy of the NUANS report will be reviewed by the provincial examiner to determine availability.
Certified Copy of Original Articles of Incorporation: The original articles submitted to start the corporation in the home jurisdiction of incorporation. The documents must be certified by the government displaying a government stamp or seal with date to be authentic.
Certified Articles of Amendment: The Articles of Amendment are only required if the corporation has changed its corporate name in the home jurisdiction of incorporation. If the corporate name has not changed, this is not applicable. The documents, when required, must be certified by the government by stamp or seal and dated to be authentic.
Letter of Satisfaction: approval from the home jurisdiction government body confirming that the corporation is available to continue into another jurisdiction. The corporation has to be in good standing in its home jurisdiction.
Requested Date for Continuance: The date can be when the file is received by the government or a date up to 30 days in the future can be provided.
Official Email Address: this is simply the email that you wish to be contacted with. It is best to use an email that you intend to use for the duration of your business.
Naics Code: Is the “North American Industry Classification System” that provides a listing for each industry in Canada. Within the system, you scroll to determine which 6 digit code is relevant to your specific business.
Number of Directors, names and addresses: The number of directors involved in the corporation, which can be a fixed number or a minimum and maximum number, along with the legal name including first, middle and last name of each director and their address. The address for service is very important and must be a physical address.
Restrictions on business activity: On occasion, the business activity of a corporation is restricted where the corporation is only permitted to do specific business items. Usually, the business has no restrictions. This may be provided in the original Articles of Incorporation.
Share structure and any restriction for share transfers: provides the class and number of shares and any restrictions to those shares. This may also be provided in the original Articles of Incorporation.
Provisions of the corporation: This provides spacing to allow any additional items specific to your corporation such as the ability of the corporation to borrow and lend money
Authorization date: Confirmation is required to ensure the shareholders from the home jurisdiction have consented to the change of jurisdiction.
Foreign Corporation (outside of Canada) may also be required to provide a legal opinion indicating that the corporation has the ability to continue according to the home jurisdiction laws.
A Not For Profit Corporation may require approval from the Public Guardian and Trustee in the Province of Ontario.
What are the costs to complete Articles of Continuance?
Typically, the costs of leaving your home jurisdiction and filing the Articles of Continuance to come into Ontario costs twice the fee of completing a new single incorporation in Ontario. You have both the leaving from the home jurisdiction fees and the similar fees to completing a new Incorporation in Ontario to complete the Articles of Continuance.
|Our fees are||$399.99|
|Ontario biased NUANS report named corporations||$50.00|
|Initial Notice mandatory filing||$141.00|
Timeframe for completion of Articles of Continuance
The completion of a standard Articles of Continuance filing is 10 business days. The rush submission timeframe is 1 to 2 business days.
Use of the same Corporate Name
Most of the time, the corporation coming into Ontario uses the same name as it has in the home jurisdiction, as long as that business name is available in Ontario. The NUANS report will indicate if there is a conflict with an existing business name. The corporation can also choose to use a different corporate name or use a numbered corporation name. The corporation is not limited to using the existing corporate name as displayed in the original Articles of Incorporation.
The use of legal ending:
In Ontario, the corporate legal ending is required to be “Limited”, “Ltd.”, “Incorporated”, “Inc.” “Corporation”, “Corp”, “Limitée”, “Ltee”. If the corporation’s legal ending is ULC or LLC as an example, the corporation must still change or add any of the legal endings provided for Ontario.
You are required to provide whether any of the directors’ provided are resident Canadians. Each director must be over the age of 18.
The corporation must provide that it is to be continued as if it had been incorporated under the Business Corporations Act (BCA). That it confirms it has complied with 180 (3) of the BCA and that necessary amendments have been made for the articles to confirm to these laws of Ontario.
When is filing Articles of Continuance required?
The only time an existing corporation would file the Articles of Continuance is when a corporation is leaving a jurisdiction where a physical address for the corporation is no longer relevant in that originating incorporation jurisdiction.
What if the corporation only wants a branch address in Ontario?
If you wish to maintain the corporation in its home jurisdiction and bring that corporation into the province of Ontario, an Extra Provincial Licence filing provides this opportunity.
Domestic Corporation inside of Canada
If the existing corporation is within Canada you can complete a Form 2 Initial Notice filing in Ontario to bring the corporation into Ontario.
Foreign Corporation outside of Canada
If the existing corporation it outside of Canada, you can complete an ExtraProvincial Licence filing to bring the foreign corporation into Ontario
What are your options when moving your corporation into Ontario?
When considering what you would like to do when you wish to move your business into Ontario or any other jurisdiction, there are basically two options. Either, you can continue the corporation into Ontario or you can file Articles of Dissolution to dissolve your existing corporation within the current jurisdiction the corporation and Incorporate in Ontario.
When do individuals choose to dissolve instead of continue their existing corporation?
When speaking with a wide range of clients on this issue, the debate is whether to move an existing corporation to Ontario or close down or dissolve the existing corporation and move to start a new corporation in Ontario.
Depending on where your business is overall, how many years it has been in business, what the value of the business is, these are typically questions to consider. From the time you originally incorporated your business, it has created a business footprint by the length of time the business has operated, reputation, sales, clientele, and history. If a business has not been in business for very long within its original jurisdiction there may not be the need to continue that corporation into a new jurisdiction. If the business has a history of less than 3 years with not much in earnings or reputation, it may be an option to start a new corporation and incorporate in Ontario or Federal and dissolve the existing corporation in your original jurisdiction. If the corporation is not for profit and you wish to start a new corporation, you can also begin an Ontario Non Profit or Federal Non Profit corporation.
How do I continue the corporation out of its home jurisdiction
To file Articles of Continuance or authorization to remove/continue out or export into another jurisdiction, there is no standardized template across the jurisdictions, however Ontario Business Central is here to assist you to complete this first part of required submission to continue into Ontario.
It is always recommended to sit down and speak to your accountant or lawyer to gain additional information about what option suits you and your business best.
If you would like Ontario Business Central to assist you, our office would be more than happy to assist you in completing both the continuance out of your businesses home jurisdiction and the Articles of Continuance to bring your business into the Province of Ontario.
I hope this post has been of assistance to you. Should you have any questions, please feel free to reach out to our staff for additional information and assistance.
Office Hours: 9:00am – 5:00pm
Monday – Friday E.S.T.
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.