ARTICLES OF CONTINUANCE

Navigate Corporate Continuance with Ontario Business Central: Your Trusted Partner

Leverage Over 30 Years of Expertise for Your Corporation's Transition

At Ontario Business Central, we're not just a service provider; we're your partner in ensuring a seamless transition for your corporation across Canada's leading jurisdictions: Federal, Ontario, British Columbia, and Alberta. Here's why countless businesses have trusted us for over three decades.

Filing Articles of Continuance between the four prominent jurisdictions in Canada—Federal, Ontario, British Columbia, and Alberta—requires several specific steps and documents to ensure a seamless transition. While each jurisdiction has its own set of requirements, there are common elements across all four that you'll need to prepare for your continuance application.

What is required to file Articles of Continuance?

Corporate Name Reservation: Before proceeding with continuance in British Columbia, for instance, we must ensure your corporation's name complies with the guidelines established by the Corporate Registry and reserve the name for a period of 56 days​​.

Original Jurisdiction Information: This includes providing the corporate number assigned by the originating corporation's jurisdiction, the corporation's name as registered in the foreign jurisdiction, the date of incorporation, amalgamation, or previous continuance, and the jurisdiction of incorporation​​. A copy of the Articles may be required.

Director Information: A minimum number and maximum number of directors are required​. The names, addresses and citizenship is required.

Office Addresses: You must provide both a mailing and a physical delivery address for the Registered and Records Offices within the province. For all jurisdictions, the delivery address must be a location accessible to the public during business hours and cannot be a post office box​​.

Authorized Share Structure: Detailed information about the company's authorized share structure must be provided, including the names and types of shares, the maximum number of shares authorized for issuance, and any special rights or restrictions attached to each class of shares​​. You can select a template share structure of one or two classes of shares or provide your own custom structure by providing all specific details of the share structure.

Additional Alberta-Specific Requirements: For a continuance into Alberta, you need to prepare an affidavit of execution, articles of continuance, an authorization letter from the home jurisdiction, bylaws, and notices of directors and address​​.

How Do I know if the corporate name is available in another jurisdiction?

When filing Articles of Continuance to move a corporation between jurisdictions within Canada, specifically into Ontario, Alberta, or federally, the requirement for a NUANS report is a common factor.

Here's how these jurisdictions group together based on this requirement:

Ontario and Alberta

NUANS Report Requirement: Both Ontario and Alberta require a NUANS report for corporations continuing into their jurisdiction. This report is crucial for ensuring the proposed corporate name does not conflict with existing names in the database, which includes trademarks, corporations, and registered businesses. For Ontario, the NUANS report is part of a broader set of documents needed for continuance, including certified copies of the original Articles of Incorporation, any Articles of Amendment, and a Letter of Satisfaction from the home jurisdiction​​. Similarly, Alberta mandates an Alberta-specific NUANS report unless opting for a number name, alongside other incorporation documents such as Articles of Incorporation and Notices of Address and Directors​​.

Federal Jurisdiction

NUANS Report for Name Pre-approval: For federal corporations, a NUANS report is also a prerequisite, serving as the basis for name pre-approval. This step is critical in the process of ensuring that the corporation's proposed name is unique and available for use at the federal level.

British Columbia

In British Columbia, to continue a named corporation, the first step is confirming the availability of your proposed company name within this jurisdiction. We can request a name reservation electronically. There are two turnaround time options for processing name approvals; The standard processing time is approximately 3 weeks, and B.C. also offers an expedited option that is processed within 48 hours. If approved, the name reservation lasts for 56 calendar days, with extensions available upon request. The aim is to ensure the chosen name is distinct enough to avoid public confusion​​.

What happens to the original filing in the jurisdiction I want the corporation to continue out of?

When a corporation continues out of its original jurisdiction to another, the corporation ceases to be a legal entity in the original jurisdiction. Essentially, the corporation is "moved" or "exported" to the new jurisdiction, where it will be recognized and regulated under the laws of that new jurisdiction. The process involves the corporation fulfilling any remaining legal and financial obligations in the original jurisdiction before it can be officially continued in the new jurisdiction. This may include settling taxes, filing final reports, and obtaining a letter of satisfaction or similar document confirming the corporation's good standing. The original jurisdiction's corporate registry will typically remove the corporation from its register, indicating that it no longer exists under its laws.

Why Choose Ontario Business Central?

• Proven Track Record: Three decades of successful business filings and transitions have equipped us with the knowledge to handle any challenge that comes our way.
• Efficient and Reliable: Our proven processes and expert team mean your business can move forward without delays.
• Personalized Service: At OBC, you're not just a number. We offer personalized service and support throughout the entire process.

Begin Your Journey with Confidence

With Ontario Business Central, transitioning your corporation to a new jurisdiction is straightforward and stress-free. Our commitment to excellence, combined with our comprehensive support and personalized service, makes us the ideal partner for your corporate continuance needs.

Ready to Start?

Embark on your corporation's seamless transition journey today with Ontario Business Central. Contact us to discuss your needs, and let's make your move a success.