Can an Ontario corporation continue into a foreign country outside Canada?
In principle, yes — the Business Corporations Act permits an Ontario corporation to apply to continue under the law of a jurisdiction outside Canada, but only where the destination jurisdiction's own law actually allows an incoming continuance and recognizes the corporation as continuing there without a gap in its legal existence. Not every foreign jurisdiction's corporate law is set up to accept an existing Canadian corporation this way, so the destination's law is often the limiting factor rather than Ontario's.
This is a considerably less common and more complex transaction than continuing to another Canadian province, since it typically raises additional considerations around tax residency, ongoing regulatory compliance in the new country, and how the corporation's Canadian obligations, including any remaining Ontario filings or registrations, are wound up or maintained. Shareholder approval by special resolution and dissent rights generally apply here as well, since it's a fundamental change to the corporation.
Given how much rides on the receiving jurisdiction's specific rules and the tax consequences involved, this is a transaction to plan with both Ontario corporate counsel and advisors familiar with the destination country's law well before filing anything.
Key takeaways
- Continuing outside Canada is legally possible but depends entirely on whether the destination country's law permits it.
- It's considerably more complex than an interprovincial continuance, with added tax and regulatory considerations.
- Shareholder special resolution approval and dissent rights generally still apply.
- Coordinated advice from both Ontario and foreign counsel is essential before proceeding.