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Continuance Under a Law of a Jurisdiction Other than Québec

How to continue the existence of a business corporation under a law of a jurisdiction other than Québec?

Any business corporation constituted under the Business Corporations Act (BCA) may, if it is authorized to do so by its shareholders and the Registraire des entreprises, apply to a competent authority under a law of a jurisdiction other than Québec to continue its existence under that law. Before applying for continuance, the business corporation must comply with the obligations set out in the Act respecting the legal publicity of enterprises (ALPE).

The business corporation must:

  • file form RE-513, Demande d'autorisation de se continuer sous le régime d'une loi d'une autre autorité législative que le Québec (see English courtesy translation RE-513-T);
  • submit a certified copy of the special resolution of the shareholders that authorizes the business corporation to apply for continuance;
  • submit the declaration signed by the director or the officer attesting that the continuance will not be prejudicial to the shareholders.

To facilitate the processing of applications for the continuance of a business corporation, the Registraire des entreprises has drawn up a list of the laws of the pre-approved jurisdictions, which you will find at the end of the Guide concernant la demande d’autorisation de se continuer sous le régime d’une loi d’une autre autorité législative que le Québec (see English courtesy translation RE-513.G-T). Corporations that apply for continuance under a law not on that list must file certain supplementary documents.

Fees and terms of payment

The fees applicable to an application for continuance under a law of a jurisdiction other than Québec are given in chart RE-101, Tarifs et modalités de paiement (see English courtesy translation RE-101-T).

Processing your application

After receiving the form and other prescribed documents, the Registraire des entreprises reviews the application.

If the application is compliant and complete, and the fees have been paid, the Registraire des entreprises authorizes the application and issues the business corporation a certificate. The corporation may then follow the prescribed procedure to apply to the competent authority of the other jurisdiction for continuance under the laws of that jurisdiction. The competent authority of the other jurisdiction will issue a document attesting the continuance of the corporation under the laws of that jurisdiction. The document is usually sent to the Registraire des entreprises by the competent authority of the other jurisdiction; however, if such provision is not made in the laws of that jurisdiction, the corporation must send the document to the Registraire des entreprises.

The Registraire des entreprises will deposit the document from the competent authority of the other jurisdiction attesting to the continuance of the corporation in the enterprise register and issue a certificate of discontinuance attesting that the corporation is continued under the laws of the jurisdiction concerned. The Registraire des entreprises will assign to the certificate the date and, where applicable, the time shown on the document received from the other jurisdiction’s authority. The Registraire des entreprises will deposit the certificate in the enterprise register and send a copy to the corporation or its representative.

The BCA ceases to apply to the corporation as of the date and, where applicable, the time shown on the certificate of discontinuance. Note that the corporation will remain registered in the enterprise register. It must file the current updating declaration required under the ALPE within 30 days after the date of issue of the certificate of discontinuance. The corporation is to apply for cancellation of its registration if it is no longer domiciled in Québec, discontinues an activity in Québec, or no longer possesses an immovable real right in Québec other than a prior claim or hypothec. In this case, the corporation must use our online services to file a declaration of cancellation.

Client services

Client services of the Registraire des entreprises are provided by Services Québec at its offices in Montréal or Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.

Client services staff can help you understand, in particular, the process for continuing an enterprise and the application of the rules of law in general. However, they cannot interpret these rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.

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