What does it mean to continue a corporation into Ontario from another jurisdiction?
Continuance is the legal process by which a corporation changes the statute under which it is governed without ceasing to exist. A corporation "continues" from its original jurisdiction into a new one, taking on the new statute as its governing law while maintaining its legal identity, history, and obligations.
For example, a corporation incorporated in British Columbia under the BC Business Corporations Act could continue into Ontario under the OBCA. Similarly, a federal CBCA corporation could continue into Ontario. After continuance, the corporation operates as if it had always been incorporated under Ontario law. Its assets, liabilities, contracts, and obligations all carry forward — only the governing statute changes.
To continue into Ontario, the corporation must apply to ServiceOntario under the OBCA's continuance provisions. The process involves approval from the home jurisdiction (which must issue a "letter of satisfaction" or equivalent consent), a shareholder resolution, and filing the required documents with ServiceOntario.
Why would a business do this? Common reasons include moving a corporation's legal base to Ontario to consolidate administration, simplify annual filings, or align governance with where the business primarily operates. Continuance may also be useful when acquiring a corporation incorporated in another province and wanting to consolidate under a single governing statute.
Key takeaways
- Continuance changes the governing statute of a corporation without ending its legal existence.
- The corporation's assets, liabilities, and contracts carry forward to the new jurisdiction.
- Continuing into Ontario requires consent from the home jurisdiction and a shareholder resolution.
- Businesses use continuance to consolidate administration or align governance with their operating jurisdiction.