Continue a business corporation
“Continuance” refers to the continued existence without interruption of a business corporation incorporated pursuant to a given law under the provisions of another law.
The Business Corporations Act stipulates two types of continuance:
- continuance under the current law, or ordinary continuance or, as the case may be, continuance through an import transaction;
- continuance pursuant to a law of a jurisdiction other than Québec, or continuance through an export transaction.
Continuance pursuant to the Business Corporations Act
Ordinary continuance
S. 288 of the Business Corporations Act allows a legal person constituted under the laws of Québec to be continued as a corporation under this Act if so authorized to do so by the Act governing it.
A company constituted pursuant to Part I of the Companies Act will have five years from the coming into force of the new Act to effect its continuance under the authority of the Business Corporations Act, failing which it will be dissolved automatically (s. 715 of the Business Corporations Act).
A company constituted pursuant to Part IA of the Companies Act will be governed automatically by the new Act (the Business Corporations Act) as soon as the latter comes into force (s. 716 of the Business Corporations Act). A company governed by Part IA will not have any formality to fulfil to be ensure its continuance under the provisions of the new Act.
The enterprise registrar establishes the certificate of continuance and files in the enterprise register the articles of incorporation, the certificates and the documents appended thereto. The enterprise registrar will send to the corporation or its representative a copy of the articles of incorporation and the certificate.
Continuance through an import transaction
S. 288 of the Business Corporations Act allows a legal person constituted under the laws of a jurisdiction other than Québec to be continued as a corporation under this Act if the other jurisdiction that governs the legal person allows its continuance through an export transaction to a law of Québec.
The articles of continuance of a business corporation constituted pursuant to a law of another jurisdiction, whether or not it is registered, must contain the provisions required to be set out in a corporation’s articles of constitution, except the particulars concerning the founders (s. 290, para. 1, Business Corporations Act).
The articles of continuance of a legal person constituted under the laws of a jurisdiction other than Québec that wishes to be governed by the Business Corporations Act must also contain the title of and exact reference to the Act under which the legal person was constituted and the date of constitution or, if applicable, the date of the most recent continuance or conversion (s. 290, para. 2, Business Corporations Act).
In addition to the articles of continuance, you must submit to the enterprise registrar the following documents:
- the declaration concerning the name selected required pursuant to s. 8 of the Business Corporations Act;
- the authorization pursuant to the other legislation;
- a certified copy of the special resolution that authorizes the corporation to request the continuance;
- the declaration signed by the directors or the executive officer attesting that the shareholders will not suffer prejudice as a result of the continuance.
The documents stipulated in s. 291 of the Business Corporations Act, i.e. the list of directors and the notice establishing the address of the head office, do not need to be submitted when the legal person is registered in the enterprise register.
The business corporation already registered in the enterprise register that continues its existence pursuant to the Business Corporations Act must also, as the case may be, update any other information that is not found in its articles of continuance by submitting a current updating declaration.
Once the documents have been submitted to the enterprise registrar, the latter will determine whether the corporation that is carrying out its activities in Québec has fulfilled the obligations stipulated in the Act respecting the legal publicity of enterprises. If such is the case, the enterprise registrar establishes the certificate of continuance and files in the enterprise register the articles of incorporation, the certificates and the documents appended thereto. The enterprise registrar will send to the corporation or its representative a copy of the articles of incorporation and the certificate. Moreover, a copy of the certificate of continuance is sent to the jurisdiction that governed the legal person prior to its continuance.
Non-registered continuance through an import transaction
A business corporation that does not operate in Québec and is not already registered must file the articles of incorporation with the initial declaration and not the documents stipulated in s. 8 of the Business Corporations Act. Furthermore, this corporation must first conduct a name search in the enterprise register.
Continuance pursuant to a law of a jurisdiction other than Québec
Continuance through an export transaction
A business corporation governed by the Business Corporations Act may, if it is authorized to do so by its shareholders and the enterprise registrar, apply to the relevant authority pursuant to a law of a jurisdiction other than Québec to continue its existence under this law, as stipulated for federal business corporations and those of many other provinces.
To ensure its continuance under a law of another jurisdiction, the business corporation must comply with ss. 298, 299 and 300 of the Business Corporations Act and submit the authorizations indicated therein.
To determine the fees applicable to an application for continuance by a business corporation, please consult the fee schedule.