Checklist for continuance (transition) documents

Using this checklist will reduce the chances of the application being returned because of deficiencies. For information on common deficiencies in applications for continuance (transition), see the webpage on How to Avoid Common Deficiencies in Form 4031 – Articles of Continuance (transition).

Form 4031 – Articles of Continuance (transition)

  • Item 1 sets out the full legal name of the corporation (you can find it by using the Corporations Canada online database). If the corporation has a legal name in both official languages, both must be set out. Otherwise, it appears as though the corporation no longer wants one of the names and is requesting a new corporate name.
  • Item 2 is only completed if a new corporate name is being proposed that will replace the name set out in Item 1. If no new corporate name is being proposed, it is left blank.
  • Item 3 contains the corporation number that Corporations Canada assigned to each corporation upon incorporation (you can find it by using the Corporations Canada online database).
  • Item 4 contains the province/territory where the registered office is located. It corresponds to the address set out in Item 2 on Form 4002 – Initial Registered Office Address and First Board of Directors.
  • Item 5 contains the minimum and a maximum number of directors. The number of directors that are set out in Item 3 on Form 4002 – Initial Registered Office Address and First Board of Directors must be within the minimum and maximum numbers set out here.
  • Item 6 contains a statement of purpose for the corporation. It cannot be blank or contain the words "None" or "N/A".
  • Item 7 either contains the word "None" or contains the restrictions for the activities of the corporation. If left blank, it means there are no restrictions.
  • Item 8 contains the names of the classes or groups of members and the voting rights for each.
  • Item 9 contains a statement about where the remaining property of the corporation goes upon liquidation (the corporation must dispose of all property before it can be dissolved). It cannot be blank or contain the words "None" or "N/A".
  • Item 10 either contains the word "None" or contains the additional provisions that the corporation wants in its articles. If left blank, it means there are no additional provisions.
  • Item 11 contains the signature of a director or an authorized officer of the corporation.

Form 4002 – Initial Registered Office Address and First Board of Directors

  • Item 1 matches the corporate name appearing on Form 4031 – Articles of Continuance (transition), based on one of the following scenarios:
    • if a new corporate name is not being proposed, it sets out the corporate name exactly as it is set out in Item 1 on Form 4031 – Articles of Continuance (transition);
      OR
    • if a new name is being proposed, it sets out the proposed new name of the corporation exactly as it is set out in Item 2 on Form 4031 – Articles of Continuance (transition).
  • Item 2 :
    • the registered office is within the province or territory set out in Item 4 on Form 4031 – Articles of Continuance (transition);
    • the address is not a post office box.
  • Item 3 :
    • each director has a residential address or other address for service
    • there are no post office box addresses;
    • the number of directors corresponds with the minimum and maximum or fixed number of directors indicated in Item 5 on Form 4031 – Articles of Continuance (transition).
  • Item 4 contains the signature of a director or an authorized officer of the corporation.

Nuans Name Search Report (only if a new corporate name is being proposed)

  • Includes a Nuans Name Search Report only if a new corporate name is being proposed in Item 2 on Form 4031 – Articles of Continuance (transition).
  • The Nuans Name Search Report is less than 90 days old.

Other

  • Do not include copies of resolutions of directors or members approving the articles or copies of minutes of meetings approving the transition.
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