A continuance allows a corporation to effectively move from one governing corporate statute to another without dissolving and forming a new entity. Rather than winding up the corporation and incorporating again, the corporation continues under another piece of legislation so that it becomes governed by that legislation as though it had originally been incorporated under it.

For example, a corporation incorporated under the Ontario Business Corporations Act (OBCA) may continue under the Canada Business Corporations Act (CBCA), or vice versa. Once the continuance is completed, the corporation is no longer governed by the original statute and is instead governed by the new one. In practical terms, the corporation is exported out of one legislative regime and imported into another.They are also frequently used when business owners move between jurisdictions and wish to have their corporation governed by the corporate legislation in the new jurisdiction where they operate. Rather than dissolving the existing corporation and incorporating a new one, a continuance allows the same legal entity to transition to the new governing statute.

The Corporate Continuance Process

The process of continuing a corporation typically involves legal assistance in both jurisdictions involved in the continuance. In most cases, a lawyer is required in the jurisdiction the corporation is leaving, and another lawyer is required in the jurisdiction the corporation is entering.

I am a lawyer in Ontario, and I can assist with the Ontario side of the continuance process. I can serve as the lawyer for corporations continuing into or out of Ontario, as well as for CBCA corporations that maintain their registered office address in Ontario.

If your corporation is currently governed by legislation outside Ontario, you will typically need to retain a lawyer or service provider in that foreign jurisdiction to complete the required steps there. They will handle the export process under that jurisdiction’s corporate legislation while we handle the import process into Ontario or under the CBCA.

Continuances Between Ontario and Federal Jurisdictions

If you are continuing your corporation from Ontario to Canada (OBCA to CBCA) or from Canada to Ontario (CBCA to OBCA), I can assist with both stages of the continuance process. Because both statutes fall within my practice area, I am able to guide the corporation through the export and import steps required by the respective legislation.

In these situations, I can prepare and file the necessary corporate documentation, ensure that the statutory requirements under the applicable legislation are satisfied, and coordinate the timing of the continuance so that the corporation transitions smoothly from one governing statute to the other. This includes preparing the required corporate resolutions, reviewing the corporation’s governing documents to ensure they comply with the new legislation, and submitting the required filings with the appropriate government authority.

Working with a lawyer familiar with both the OBCA and the CBCA can help streamline the process and reduce delays, as the legal and procedural requirements of each statute must be carefully followed. I can guide you through each step and ensure that the continuance is completed efficiently so that your corporation can continue operating under its new governing legislation without interruption.

Important Considerations Before Continuing

Before applying for a continuance, there are a few important issues to consider:

• A continuance can have tax consequences depending on the corporation’s structure, assets, and jurisdiction. It is important to review the proposed continuance with your accountant or tax advisor before proceeding. Pawlina Law never provides tax advice.
• If the corporation you are continuing is a professional corporation, additional regulatory requirements may apply. You must ensure that the corporation complies with the professional regulatory rules in the jurisdiction you are leaving as well as the regulatory requirements in Ontario. This may involve approvals from professional governing bodies or other compliance steps.

How Pawlina Law Can Help

At Pawlina Law, we focus on corporate law and have significant experience assisting corporations with continuances between jurisdictions. We can guide you through the legal requirements, coordinate with counsel in the originating jurisdiction, and ensure the process is completed efficiently and properly. If you are considering continuing your corporation to or from Ontario or under the CBCA, please do not hesitate to contact contact us to discuss how we can assist you.