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Corporate

Do shareholders have to approve a corporation's application to continue in another jurisdiction?

TSL Written by the Treadstone Law team· Updated August 2026

Yes. Continuing into another jurisdiction is treated as a fundamental change under the Business Corporations Act, so it generally requires shareholders to approve it by special resolution — typically a two-thirds majority of votes cast at a properly called meeting, or a written resolution signed by all voting shareholders if the corporation is small enough to do that in practice. Directors can't simply decide on their own to move the corporation to another jurisdiction's law.

Shareholders who vote against the continuance, or who don't get a chance to vote in favour, generally have a right to dissent: instead of being forced to remain a shareholder of a corporation now governed by different law, they can require the corporation to buy back their shares at fair value, determined by agreement or, failing that, by a court. This gives shareholders who genuinely object a way out rather than a mere protest vote.

Because the special resolution and dissent process both take real lead time — arranging notice, a meeting or written consents, and handling any dissents — corporations planning a continuance should build this shareholder approval step into their timeline well before the target filing date.

Key takeaways

  • Continuance requires shareholder approval by special resolution, not just a board decision.
  • A two-thirds majority (or unanimous written resolution) is the typical approval threshold.
  • Dissenting shareholders generally have the right to be bought out at fair value.
  • Build meeting notice and dissent-handling time into the continuance timeline.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone corporate lawyer can help.
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