Can an Ontario corporation move to become a federal corporation?
Yes. An Ontario corporation can "continue" into the federal jurisdiction by filing for continuance under the Canada Business Corporations Act (CBCA). Upon continuance, the corporation ceases to be an Ontario corporation and becomes a federal corporation, governed by the CBCA rather than the Ontario OBCA.
The process requires filing articles of continuance with Corporations Canada, similar to articles of incorporation. The Ontario corporation must pass a special resolution of shareholders authorizing the continuance. Once the federal certificate of continuance is issued, the Ontario certificate of incorporation is cancelled. The corporation continues with all its existing assets, liabilities, and obligations — continuance is not a winding-up or fresh start.
The same process works in reverse: a federal corporation can continue into Ontario by filing with ServiceOntario and surrendering its federal charter. Businesses choose to change jurisdiction for various reasons — some federal corporations have practical advantages across multiple provinces, some entrepreneurs prefer federal status for perceived national credibility, and others change jurisdiction to access different governance provisions. The choice between federal and Ontario incorporation is a planning decision worth discussing with a lawyer, particularly if you operate in multiple provinces or plan to raise capital.
Key takeaways
- Ontario corporations can continue to federal jurisdiction by filing articles of continuance with Corporations Canada.
- A special shareholder resolution is required, and the Ontario charter is cancelled.
- The corporation retains all assets, liabilities, and obligations through continuance.
- Federal corporations can also continue into Ontario through the reverse process.