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Continuance Under the Business Corporations Act

“Continuance” refers to the act of continuing, without interruption, the existence of a legal person constituted pursuant to a given law under the provisions of another law.

The Business Corporations Act (BCA) stipulates two types of continuance:

  • continuance of a legal person constituted under a law of Québec as a corporation governed by the BCA;
  • continuance of a legal person constituted under a law other than a law of Québec as a corporation governed by the BCA.

What is the continuance of a legal person constituted under a law of Québec?

A legal person constituted under a law of Québec can, if that law so authorizes, be continued as a corporation under the BCA.

To apply for the continuance of its existence under the BCA, the legal person must submit the following documents:

  • the articles of continuance as a corporation governed by the Business Corporations Act of a legal person constituted pursuant to a law of Québec;
  • the declaration concerning the name selected.
Note

On February 14, 2011, any company that was constituted pursuant to Part IA of the Companies Act automatically became governed by the BCA. A company governed by Part IA of the Companies Act has no formality to fulfil to ensure its continuance under the provisions of the BCA.

Any company that was governed by Part I of the Companies Act or constituted under the Mining Companies Act and that was dissolved either voluntarily or by the operation of law, must complete form RE-703, Demande de reconstitution (see English courtesy translation RE-703-T).

What is the continuance of a legal person constituted under a law other than a law of Québec?

A legal person constituted under a law other than a law of Québec may, if that law so authorizes, be continued as a corporation under the BCA.

Such legal persons are not obliged to be registered in the enterprise register. However, the legal person must verify whether it is registered or not, because the documents that it must file to request continuance under the BCA could vary accordingly.

Legal person already registered in the enterprise register

The legal person already registered in the enterprise register that wishes to continue its existence under the BCA must file the following documents:

  • the articles of continuance as a corporation governed by the Business Corporations Act of a legal person constituted under a law other than a law of Québec;
  • the declaration concerning the name selected;
  • the other jurisdiction's authorization of the continuance.

Legal person not registered in the enterprise register

A legal person not registered in the enterprise register that wishes to continue its existence under the BCA must file one of the following documents:

  • the articles of continuance as a corporation governed by the Business Corporations Act of a legal person constituted under a law other than a law of Québec with the notice establishing the address of the head office and list of directors; or
  • the articles of continuance as a corporation governed by the Business Corporations Act of a legal person constituted under a law other than a law of Québec with the initial declaration.

The legal person must also file the following documents:

  • the declaration concerning the name selected;
  • the other jurisdiction's authorization of the continuance.

Name of a business corporation

You may keep the current name of the legal person to which the continuance applies, propose a new name or apply for a designating number in lieu of a name.

If you propose a name, you must make sure that the name you have chosen is compliant with laws and regulations. For more information, see Definition and Rules Applicable to the Name of an Enterprise.

You must also verify whether the name you have chosen is not already used by another enterprise in Québec. You may use the Find an Enterprise online service (free of charge) to search for and verify a name.

If you believe that the name you have chosen is compliant with laws and regulations and that the name is not used by another enterprise in Québec, you can use the Produire une demande de réservation de nom online service to file a name reservation application with the Registraire des enterprises. Fees are applicable to all name reservation applications. The name is reserved for 90 days. Name reservation is optional.

How to continue the existence of a legal person as a corporation governed by the Business Corporations Act

To continue the existence of a legal person as a corporation governed by the Business Corporations Act, the Registraire des entreprises offers, based on whether you are registered or not, the four online services below.

If the enterprise is registered in Québec, go to My Office, under Gestion de l'entreprise, select Services permettant la mise à jour des informations contenues au registre and choose the appropriate service:

  • Produire des statuts de continuation d'une personne morale constituée en vertu d'une loi du Québec
  • Produire des statuts de continuation d’une personne morale constituée en vertu d’une loi autre qu’une loi du Québec – Entreprise immatriculée

If the enterprise is not registered in Québec, use one of the following services:

Fees and terms of payment

For the fees payable for a certificate of continuance (further to an application for continuance), consult form RE-101, Tarifs et modalités de paiement (see English courtesy translation RE-101-T).

Processing your application

Once the Registraire des entreprises has received your documents, it records the date of receipt, examine the application, determine the compliance of the proposed name and ensure adherence to the formalities stipulated in the law. If the application is compliant and complete and the required fees have been paid, the Registraire des entreprises issues the certificate of continuance and assigns a date to it. The Registraire then sends to the legal person or its representative a copy of the articles of continuance and the certificate of continuance. A copy of the certificate of continuance is also sent to the jurisdiction that governed the legal person prior to its continuance.

Legal obligations of business corporations

The legal person that continues its existence under the BCA by filing articles of continuance with the notice establishing the address of the head office and list of directors must file the initial declaration prescribed by the Act respecting the legal publicity of enterprises within 60 days of registration of the business corporation. The enterprise is liable to penal and administrative sanctions if it does not file the initial declaration when required.

Once registered, the enterprise must fulfill annual legal obligations. For more information, see the Legal Obligations Stemming from Registration page.

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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