Does continuing an Ontario corporation into another province cancel its existing contracts?
No. Continuance doesn't create a new legal entity and doesn't cancel or interrupt the corporation's existing contracts. The whole point of continuance under the Business Corporations Act is that the same corporation keeps existing, with the same rights, obligations, assets, and liabilities, and simply becomes governed by a different jurisdiction's corporate statute going forward. Contracts the corporation signed before continuing remain valid and enforceable exactly as before, and the corporation continues to be the same party to them.
The one thing worth checking is the wording of specific contracts, not the law of continuance itself. Some agreements — particularly financing agreements, leases, or contracts with sensitive counterparties — include clauses triggered by a change in the corporation's jurisdiction of incorporation, a change of control, or a "reorganization," which could require notice to the other party or even trigger a consent or termination right. Continuance itself doesn't breach a contract, but it can trigger a contractual clause if one exists.
Before continuing, it's worth reviewing material contracts, loan agreements, and leases for jurisdiction- or reorganization-related clauses, so there are no surprises with lenders, landlords, or key suppliers after the move.
Key takeaways
- Continuance preserves the same legal entity; it does not cancel existing contracts.
- Rights, obligations, and liabilities carry forward unchanged under the new governing statute.
- Some contracts contain clauses triggered by a change in jurisdiction or reorganization, so review is worthwhile.
- Continuance itself is not a breach, but it can activate a contractual notice or consent requirement.