Policy on continuance (import) of a body corporate into the Canada Business Corporations Act

Learn how to prepare a request to continue (import) a body corporate into the Canada Business Corporations Act (CBCA).

Note

Although the information provided here will assist you in completing the continuance (import) process quickly and accurately, it is not intended to replace legal advice. Consider consulting a lawyer or another professional advisor to ensure that the specific needs of your body corporate are met.

On this page

Continuance (import) and effective date

A continuance allows a body corporate to effectively re-incorporate into another legislation. Instead of incorporating again, the body corporate continues from one legislation into another so that it is governed by that other legislation as though it were incorporated under it. The process results in the corporation being exported out of one legislation and being imported into another.

The corporation becomes subject to the CBCA on the date shown on the certificate of continuance issued by Corporations Canada. 

Corporations Canada sends a copy of the certificate of continuance to the organization (for example, a registrar) that administers the legislation that previously governed the body corporate. On its receipt, the organization should issue a certificate of discontinuance (or an equivalent document). The certificate of discontinuance shows the same date as the date shown on the certificate of continuance issued by Corporations Canada. It is the date that the body corporate ceases to be governed by the previous legislation.

It is the responsibility of the body corporate to ensure that the certificate of discontinuance has been issued.

Body corporates who can continue (import) into the Canada Business Corporation Act

A body corporate incorporated under another legislation can continue (import) into the CBCA if the legislation presently governing the body corporate permits the continuance.

Documents that must be filed to continue (import) a body corporate into the Canada Business Corporations Act

To continue a body corporate into the CBCA, you must file an application (see How to file an application under the Canada Business Corporations Act).

What to include in an application when the body corporate is government by legislation that has been approved by Corporations Canada or another federal legislation
What to include in an application when the body corporate is governed by a legislation that has not been pre‑approved by Corporations Canada
  • a completed and signed copy of Form 11 – Articles of Continuance (see Business corporation forms; Instructions for completing Form 11 – Articles of Continuance are also available)
  • a completed and signed copy of Form 2 – Initial Registered Office Address and First Board of Directors (see Business corporation forms; Instructions for completing Form 2 – Initial Registered Office Address and First Board of Directors are also available)
  • a Nuans name search report for the proposed name of the corporation that is not more than 90 days old. If you have received prior approval of the name, attach a copy of the letter from Corporations Canada approving the name along with the copy of the Nuans name search report. If the proposed name is a numbered name, a Nuans name search report is not required
  • a document indicating approval of the continuance from the organization (for example, a provincial registrar) that administers the legislation currently governing the body corporate
  • an excerpt of the relevant provisions of the legislation under which the body corporate currently exists showing that the continuance is permitted  
  • a signed legal opinion by counsel qualified to practice in the jurisdiction where the body corporate is incorporated stating that:
    • the exporting legislation allows the continuance into the CBCA
    • once the body corporate is continued into the CBCA, the non-federal legislation will cease to apply to it, and
    • the body corporate meets all the requirements for the continuance into the CBCA. This statement is required only when the organization (for example, a registrar) who administers the exporting legislation does not make it a practice to issue a document indicating approval of the continuance.
  • the filing fee (see Services, fees and turnaround times – Business corporations).

Language of the articles

The articles can be in English or French, or in a bilingual format. This means they can be in a format that:

  • uses either French or English, or
  • employs both English and French.

Legislation pre-approved by Corporations Canada under the Canada Business Corporations Act

Corporations Canada has pre-approved specific legislation. In pre-approving legislation, Corporations Canada recognizes that:

  • the legislation permits continuances into the CBCA
  • once an incorporated business is continued into the CBCA, the exporting legislation will cease to apply to it.

When the exporting legislation has been pre-approved, the body corporate does not need to provide to Corporations Canada information regarding the legislation.

Legislation pre-approved by Corporations Canada

Pre-approved legislation and documents to be provided for continuance
Pre-approved legislation Documents to be provided with the application for continuance
Alberta – Companies Act Letter of Approval from Alberta Corporate Registry
Alberta – Business Corporations Act Letter of Approval from Alberta Corporate Registry
British Columbia – Business Corporations Act Letter of Authorization from British Columbia Corporate Registry
Manitoba – The Corporations Act An endorsed Application for approval to continue in another jurisdiction from the Manitoba Companies Office
New Brunswick – Business Corporations Act Notice of Satisfaction from the New Brunswick Corporate Affairs Registry
Newfoundland & Labrador – Corporations Act Letter of Satisfaction from the Newfoundland and Labrador Registry of Companies
Northwest Territories – Business Corporations Act Letter of Authorization from the Northwest Territories Corporate Registries
Nova Scotia – Companies Act Letter of Non-objection from the Nova Scotia Registry of Joint Stock Companies
Nunavut – Business Corporations Act Letter of Approval from the Legal Registries Division, Government of Nunavut
Ontario – Business Corporations Act An endorsed Application for authorization to continue in another jurisdiction (Form 7) from the Ontario Companies and Personal Property Security Branch
Prince Edward Island – Companies Act Letter of Satisfaction from Prince Edward Island Consumer, Corporate and Insurance Division
Québec – Business Corporations Act The continuance authorization attestation from the Registraire des entreprises du Québec
Saskatchewan – The Business Corporations Act Certificate of Continuance from the Saskatchewan Corporations Branch
Yukon – Business Corporations Act Letter of Approval from the Alberta Corporate Registry

Federal legislation that allow continuance into the Canada Business Corporations Act

The following federal legislation administered by Corporations Canada allow continuance (import) into the CBCA:

  • Canada Cooperatives Act.

The following federal legislation administered by the Office of the Superintendent of the Financial Institutions Corporations Canada allow continuance (import) into CBCA:

  • Bank Act
  • Cooperative Credit Associations Act
  • Insurance Companies Act
  • Trust and Loan Companies Act.

A corporation created by a Special Act of Parliament can also be continued under the CBCA.

Problem with your application

If there is a problem with your application, Corporations Canada returns it with a letter that explains the steps you need to take to fix the problem.

Date modified: