How to Re-Incorporate Your Business?

What is a continuance (import) of an incorporation and when does it come into effect?

•  A continuance (import) allows an incorporated business to effectively re-incorporate under another act. Because it is already incorporated, the legal process is called continuance. Instead of incorporating again, the incorporated business continues from one act into another so that it is governed by that other act as though it were incorporated under it. The process results in the corporation being exported out of one act and being imported into another.
•  The continuance comes into effect on the date shown on the Certificate of Continuance issued by Corporations Canada.

 Who can continue (import) under the Canada Business Corporations Act?

• An incorporated business must be incorporated under another act that is federal, provincial or territorial or is even from another country. That act must permit the continuance.

 What documents must be filed to continue (import) an incorporated business?

1. A completed and signed copy of Form 11: Articles of Continuance Opens in a new window;
2. a completed and signed copy of Form 2: Initial Registered Office and First Board of Directors Opens in a new window;
3. a NUANS Name Search Report External link, Opens in a new window for the proposed name of the corporation that is not more than 90 days old. If you have received prior approval of the name, attach a copy of the letter from Corporations Canada approving the name along with the copy of the NUANS Name Search Report. If the proposed name is a number name, a NUANS Name Search Report is not required; and
4. the filing fee, although there is no fee if the incorporated business is governed by another federal act.

The articles can be in English or French or in a bilingual format.

If the incorporated business is governed by an act that has been pre-approved by Corporations Canada also include:

• A letter of approval from the legislative authority that administers the act currently governing the incorporated business. This document is not required if the incorporated business is governed by another federal act.

If the incorporated business is not governed by another federal act or by an act that has been pre-approved by Corporations Canada, the following documents must also be filed:

• A letter of approval from the legislative authority that administers the act currently governing the incorporated business.
• A copy of the sections of the act under which the incorporated business currently exists showing that the continuance is permitted.
• A signed legal opinion by counsel qualified to practice in the jurisdiction where the incorporated business is incorporated, stating that: the non-federal law permits continuances to the CBCA, once the incorporate business is continued under the CBCA, the non-federal law will cease to apply to it, and in cases where the other legislative authority does not make it a practice to issue a formal authorization for continuance, the incorporated business meets all the requirements for export.

If you have any questions regarding the continuance of your business, please contact Hugues Boisvert for further information: hboisvert@hazlolaw.com, or 613-747-2459 ext. 304.