Learn how to prepare a request to continue (export) a corporation governed by the Canada Business Corporations Act or the Canada Not-for-profit Corporations Act to the Bank Act, the Insurance Companies Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act.
Step 1 – Obtain approval of the continuance
Shareholders or members' approval is required to continue a business or a not-for-profit corporation to one of the legislation administered by the Office of the Superintendent of Financial Institutions (OSFI).
Each share or membership 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.
Find the information that needs to be included in the notice and disclosure materials in step 1 of Policy on continuance (export) of:
- a business corporation into a non-federal jurisdiction
- a not-for-profit corporation into a non-federal jurisdiction
Step 2 – Send the continuance application to the Office of the Superintendent of Financial Institutions (OSFI)
The Bank Act, Insurance Companies Act, the Trust and Loan Companies Act and the Cooperative Credit Associations Act are administered by the OSFI. Therefore, the continuance application must be sent to them. 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.
How to get a Letter of Satisfaction
You must file your application by sending a written request to Corporations Canada at email@example.com. There is no fee.
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).
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
The corporation must send a copy of the continuance letters patent to Corporations Canada by email or mail. 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 or NFP Act, as applicable, and
- a notice of issuance of a Certificate of Discontinuance will be published in the Monthly Transactions.
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 or NFP Act, as applicable, even though it is also governed by the importing legislation.
Complaints and appeals - on export transactions
Anyone wishing to register a complaint with Corporations Canada asking for intervention in an export transaction, see Complaints and appeals - Export transactions.