Continuance of Corporations
Recently, and on a number of occasions, I have been retained to assist clients with the continuance of their corporations either into or out of Ontario.
The reasons for doing so vary.
In two circumstances, a client was acquiring a business outside of Ontario and wanted to ‘export’ it from the other jurisdiction into Ontario and, thereafter, amalgamate it with the acquiring corporation.
In another circumstance, a client had moved her professional practice to another jurisdiction and needed to file Articles of Continuance, in Ontario, to give effect to that intention.
A Federal Corporation
In a fourth circumstance, a client retained my services to continue its corporation as a federal corporation given its desire to carry on business in other provinces in Canada. It was necessary to obtain name approval from Corporations Canada, a process which differs when exporting/importing to the different provinces where one can incorporate ‘as of right’ and use the name without prior approval. Such a procedure does not insulate a corporation from a claim of trade-mark infringement or ‘passing off’ (if a name is confusingly similar to another, pre-existing name, such a claim can be brought), but, unlike dealing with Corporations Canada, an administrative hurdle is removed. The other benefit from becoming a federal corporation is the enhanced prestige that it carries.
Working on Continuance
Typically, when working on a continuance, I co-ordinate with legal counsel in the other jurisdiction. I have developed a good relationship with a legal firm in Nova Scotia, and have worked on two continuances with it.
The documentation itself is not complex and the procedure can usually be carried out within a few weeks. Once the corporation has been continued, it is necessary to prepare organizing resolutions and by-laws, issue shares, prepare share certificates and prepare a minute book for a client. Over the past year, I have been preparing ‘virtual’ minute books, dispensing with the need to order and store physical minute books. Signatures are obtained via DocuSign and the documents are as legally binding as ‘wet’ signatures.
If you require my assistance with continuing a corporation into or out of Ontario (or Canada), my team and I would be pleased to assist.
Disclaimer: This article is for informational purposes only and does not provide legal advice, nor does it create a solicitor-client relationship with you or any other reader.