Continuance (export) of a business corporation to the Bank Act, the Insurance Companies Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act

Step 1 – Obtain shareholders' approval of the continuance

Shareholders' approval is required to continue a business corporation to one of the legislation administered by the Office of the Superintendent of Financial Institutions (OSFI).

Each share in the corporation, whether or not it has such rights, has the right to vote in respect of a continuance. At least two-thirds of the votes cast at a meeting must approve the continuance. See Step 1 of Policy on continuance (export) of a business corporation to a non-federal jurisdiction to find the information that needs to be included in the notice and disclosure materials.

Step 2 – Send the continuance application to the Office of the Superintendent of Financial Institutions

The Bank Act, Insurance Companies Act, the Trust and Loan Companies Act and the Cooperative Credit Associations Act are administered by the Office of the Superintendent of Financial Institutions. The continuance application must be sent to the OSFI.  You will find information related to the continuance application on the OSFI's website.

The OSFI may require that you obtain a Letter of Satisfaction from Corporations Canada. To obtain a Letter of Satisfaction, you must file your application by sending a written request to Corporations Canada (see How do I file my application under the Canada Business Corporations Act (CBCA)?).

In your application, include the following:

  • the corporate name and corporation number
  • the name and telephone number of the applicant, and details of where the Letter of Satisfaction should be sent
  • the name of the jurisdiction (province, state or country responsible for the importing legislation, for example, Canada)
  • the title of the importing legislation (for example, Bank Act).

There is no fee.

If the OSFI approves the application for continuance, it will issue continuance letters patent stating that the corporation is duly continued under the importing legislation as if it had been incorporated under it.

Step 3 – Send a copy of the continuance letters patent to Corporations Canada

Once letters patent are received from the OSFI, the corporation must send by mail, email or fax a copy of the continuance letters patent to Corporations Canada.  Upon receipt of the document:

  • Corporations Canada will issue a Certificate of Discontinuance. The date indicated on the Certificate of Discontinuance will be the same as the date on the continuance letters patent. The corporation will then be no longer governed by the CBCA, and
  • a notice of issuance of a Certificate of Discontinuance will be published in the Monthly Transactions.

Caution

The corporation must obtain a Certificate of Discontinuance for the continuance to be complete.  Until Corporations Canada issues the Certificate of Discontinuance, the corporation will continue to be governed by the CBCA, even though it is also governed by the importing legislation.

Complaints and appeals - Export transactions

Anyone wishing to register a complaint with Corporations Canada asking for intervention in an export transaction, see Complaints and appeals - Export transactions.

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