Can I convert my Ontario corporation to a federal corporation later?
Yes. The process of moving a corporation from one incorporating jurisdiction to another is called "continuance." An Ontario corporation can continue into the federal jurisdiction under the Canada Business Corporations Act, or into another province if needed. The reverse — a federal corporation continuing into Ontario — is also possible.
The process involves applying to the target jurisdiction (in this case, Corporations Canada for federal continuance) for approval, passing a shareholder resolution to authorize the continuance, obtaining a certificate of continuance from the federal government, and then filing documents to withdraw the Ontario incorporation. The corporation's legal existence is continuous — it does not dissolve and re-form; it simply changes its governing statute.
Before pursuing a continuance, there are legal and tax considerations to review. The corporation's articles may need to be updated to comply with the requirements of the new governing statute. Any shareholders' agreements, existing contracts, or financing documents that reference the Ontario OBCA may need to be reviewed. The tax implications of continuance should be confirmed with an accountant.
For most businesses, it is simpler to choose the right jurisdiction at incorporation than to continue later. But continuance is a legitimate and available option if your circumstances change.
Key takeaways
- Continuance is the process of moving a corporation from one jurisdiction's statute to another.
- An Ontario OBCA corporation can continue under the federal CBCA (and vice versa).
- Continuance requires shareholder approval and filing with both governments.
- Tax and contract implications should be reviewed with lawyers and an accountant before proceeding.