Ordinary continuance or continuance through an import transaction
“Continuance” refers to the continued existence without interruption of a business corporation incorporated pursuant to a given law under the provisions of another law.
Continuance under the provisions of the Business Corporations Act is called ordinary continuance or, as the case may be, continuance through an import transaction.
Ordinary continuance
Section 288 of the Business Corporations Act (BCA) allows a legal person constituted under the laws of Québec to continue its existence, if so authorized to do so by the Act governing it.
A company incorporated pursuant to Part I of the Companies Act
The company will have five years as of the coming into force of the new Act to effect its continuance in accordance with the Business Corporations Act, failing which it will automatically be dissolved (s. 715, BCA).
You can file and transmit your application using the Statuts de continuation ordinaire online service.
A company incorporated pursuant to Part IA of the Companies Act
The company will be automatically governed by the new Business Corporations Act as soon as the Act comes into force (s. 716, BCA).
A company governed by Part IA of the Companies Act will not have any formality to fulfil to continue its existence under the provisions of the new Act.
Continuance through an import transaction
Pursuant to s. 288 of the Business Corporations Act (BCA), a legal person constituted under the laws of a jurisdiction other than Québec may, if so authorized to do so by the Act governing it, be continued as a corporation under this Act .
A business corporation constituted under the laws of a jurisdiction other than Québec may or may not engage in activities in Québec and be registered.
A business corporation constituted under the laws of a jurisdiction other than Québec whether or not it is registered
The articles of continuance 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, BCA).
The articles of continuance through an import transaction of a corporation that wishes to be governed by the Business Corporations Act must contain the title of and exact reference to the Act under which it was constituted and the date of constitution or, if applicable, the date of the most recent continuance or conversion (s. 290, para. 2, BCA).
The list of directors of the corporation and the notice establishing the address of its head office must also be appended to the articles of continuance.
However, these documents do not have to be appended when the initial declaration stipulated in the Act respecting the legal publicity of enterprises is appended to the articles of continuance or when the legal person is registered in accordance with the Act.
A corporation that does not engage in any activity in Québec and that is not registered
Such a corporation must file an initial declaration and not the documents stipulated in s. 8 of the Business Corporations Act. Moreover, this corporation must first conduct a name search in the enterprise register.
You can file and transmit your application using the Produire la déclaration initiale d’une personne morale online service.
A corporation constituted under the laws of a jurisdiction other than Québec that engages in activities in Québec and is registered
In addition to the articles of continuance, such a corporation 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 continuance will not in any way harm the shareholders.
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 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 an updating declaration.
You may file and transmit your application, including the requisite documents, using the online service by requesting registered articles of continuance through an import transaction.
Above all, the enterprise registrar verifies that all corporations engaging in activities in Québec comply with 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 certificate and the documents appended thereto, then sends a copy of them to the corporation or its representative. Moreover, a copy of the certificate of continuance is sent to the jurisdiction that governed the corporation prior to its continuance.
To determine the fees that apply to the application for ordinary continuance or the application for continuance through an import transaction, please consult the fee schedule.
- Note
- A corporation that applies for articles of continuance may change its name or make any other change to its incorporating document within the limits allowed and according to the terms and conditions stipulated by law. To find out about the procedure to follow to request a name change, please consult the Amendment of articles of incorporation subsection.