Manage · Corporate Filings

Continue a corporation to another jurisdiction.

Continuance moves a corporation from one governing statute to another (say, from Ontario to federal, or between provinces) while keeping the same corporation alive. It's a two-sided process: an export continuance out of the old jurisdiction and an import continuance into the new one. It preserves the corporation's history and contracts, but it's more involved than an amendment.

What does it mean to continue a corporation to another jurisdiction?

Continuance moves a corporation from one governing statute to another (say, from Ontario to federal, or between provinces) while keeping the same corporation alive. It's a two-sided process: an export continuance out of the old jurisdiction and an import continuance into the new one. It preserves the corporation's history and contracts, but it's more involved than an amendment.

What is continuance, and how is it different from re-incorporating?

Continuance (also called continuation) is the legal mechanism for moving a corporation from one jurisdiction's governing statute to another's (from Ontario's OBCA to the federal CBCA, from federal to Ontario, or between provinces) without ending the corporation and starting a new one. The corporation carries on as the same legal entity under a new set of rules, keeping its incorporation history, its assets, its contracts, and its obligations.

The crucial contrast is with the naive alternative: incorporating a brand-new corporation in the target jurisdiction and transferring everything over. That approach creates a different legal entity, which means reassigning every contract, moving every asset, reopening bank accounts, and losing the original corporation's continuous history and date of incorporation. Continuance avoids all of that: the entity survives the move intact, which is exactly why it exists.

So continuance is the tool when you want the same corporation to live under a different flag, not a lookalike replacement. That preservation of identity is its whole point, and its main advantage over re-incorporating from scratch.

Export and import: continuance has two halves

A continuance is genuinely a two-sided transaction, and understanding that is the key to why it's more involved than a single amendment. To leave your current jurisdiction, the corporation needs authorization to export, often called a continuance out, or an application for authorization to continue in another jurisdiction. To arrive in the new one, it files to import: the Articles of Continuance (or continuation) into the target jurisdiction.

Both sides have to line up. The origin jurisdiction typically won't authorize the export unless the corporation is in good standing (up to date on its filings), and the destination jurisdiction won't complete the import until it's satisfied the corporation meets its requirements. There's sequencing to get right, consents to obtain, and, once the destination accepts the continuance, notice back to the origin so it can record that the corporation has left.

This coordination between two registries (sometimes two different governments) is why continuance sits at the more complex end of corporate filings. It's not hard so much as multi-step, and the steps have to happen in the right order.

When does continuance actually make sense?

The most common reason to continue is to change the corporation's reach or rules. A business that has grown beyond one province often continues from a provincial statute to the federal CBCA, gaining a corporate existence recognized across Canada and name protection nationwide. The reverse happens too: a federal corporation with all its activity in one province may continue provincially to simplify its filings.

Continuance between provinces comes up when a business genuinely relocates (the owners move, the operations move) and they want the corporation domiciled where they now are, under that province's law, rather than maintaining an out-of-province corporation with extra-provincial registrations. It can also be a prerequisite step for other transactions: to amalgamate an Ontario corporation with a federal one, for instance, one of them usually has to be continued into the other's jurisdiction first so they share a governing statute.

What makes it worth the effort is the preservation of the entity: you keep the corporation's age, its banking relationships, its contracts, and its track record. If those don't matter to you, a fresh incorporation might be simpler; if they do, continuance is the reason the mechanism exists.

Why it's more involved than an amendment, and where advice helps

It's tempting to think of continuance as just another form, but it's meaningfully more than an amendment. An amendment changes something within your existing jurisdiction; a continuance moves the corporation between jurisdictions, which means two sets of rules, two registries, good-standing requirements on both ends, and a share structure and articles that have to be made compliant with the destination's law (the classes and rights that were fine under one statute may need adjusting under another).

There can be tax and legal wrinkles worth flagging to your advisors: continuance itself is generally not a taxable disposition (the entity is preserved), but the reasons you're continuing (a reorganization, a relocation, a merger you're setting up) often are the tax-relevant events, and the details of the destination's corporate law can affect governance in ways worth understanding before you commit. For a continuance tied to a larger transaction, an accountant or corporate lawyer should be in the loop.

Here's our honest lane: CorpStart can handle the mechanics of a straightforward continuance (the export authorization, the Articles of Continuance, and getting the good-standing pieces in place) and coordinate the two-sided filing. For a continuance that's part of a bigger tax or M&A plan, we'll work alongside the advisors who are shaping that plan.

How CorpStart handles your continuance

Tell us where the corporation is now, where you want it continued to, and why. We confirm the corporation is in good standing in its current jurisdiction (and flag any catch-up filings needed to satisfy the export), prepare the export authorization out of the origin, and prepare the Articles of Continuance into the destination, with articles and share structure made compliant with the new jurisdiction's requirements.

We coordinate the sequencing between the two registries so the export and import line up correctly, and give notice back to the origin once the destination completes the continuance. You get the corporation continued and in good standing under its new statute, with the documents for your minute book: the same company, now flying a different flag.

Continuing your corporation with CorpStart

A two-sided filing, coordinated so the export and import line up.

  1. 1

    Confirm origin and destination

    Tell us where the corporation is now and where you want it continued to. We confirm it's in good standing and flag any catch-up filings needed to export.

  2. 2

    We export and import

    CorpStart prepares the export authorization out of the origin and the Articles of Continuance into the destination, making the articles compliant with the new statute.

  3. 3

    Same corporation, new jurisdiction

    We coordinate the two registries and notify the origin once complete. The corporation survives intact under its new law, with documents for your minute book.

Continuance vs. incorporating a new corporation in the target jurisdiction

Continuance vs. incorporating a new corporation in the target jurisdiction
FactorContinuanceNew incorporation
The legal entitySame corporation continuesA different, new corporation
History & incorporation datePreservedStarts over
Contracts & bank accountsCarry over intactMust be reassigned/reopened
Assets & liabilitiesStay with the entityMust be transferred over
ComplexityTwo-sided (export + import)Single incorporation filing

Frequently asked questions

What's the difference between continuance and just incorporating in the new jurisdiction?

Continuance keeps the same corporation alive under a new governing statute: its history, contracts, assets, and incorporation date all survive the move. Incorporating fresh creates a different legal entity, which means reassigning every contract, transferring every asset, and reopening bank accounts, while losing the original's track record. If the corporation's identity and history matter, continuance is the reason the mechanism exists.

Why is continuance a two-step process?

Because it moves a corporation between two jurisdictions, each with its own registry and rules. You need authorization to export (a continuance out) from the origin, and you file Articles of Continuance to import into the destination. Both sides have to line up: the origin usually requires good standing before authorizing the export, and the destination must be satisfied before completing the import. That coordination is what makes it more involved than an amendment.

When should I continue from Ontario to federal?

Commonly when your business has grown beyond one province and you want a corporation recognized across Canada with nationwide name protection under the federal CBCA. The reverse (federal to provincial) makes sense when all your activity is in one province and you want simpler filings. It also comes up as a prerequisite for amalgamating corporations that are currently under different statutes.

Is continuance a taxable event?

The continuance itself generally isn't a taxable disposition, because the entity is preserved rather than sold or wound up. But the reasons behind a continuance (a reorganization, a relocation, or a merger you're setting up) often are tax-relevant, and the destination's corporate law can affect governance. For a continuance tied to a larger transaction, loop in your accountant or lawyer; for a standalone move, it's more mechanical.

Can CorpStart handle the whole continuance?

For a straightforward continuance, yes. We prepare the export authorization, the Articles of Continuance, and the good-standing pieces, and coordinate the two-sided filing between registries. For a continuance that's part of a bigger tax or M&A plan, we handle the filing mechanics alongside the advisors shaping that plan. We're upfront about which parts are ours and which belong with your accountant or lawyer.

Move it, don't rebuild it

Your continuance, coordinated end to end.

We prepare the export and import filings and coordinate both registries so your corporation moves jurisdictions intact: same entity, new statute. For bigger transactions, we work with your advisors.

Start my corporation

CorpStart is a document preparation service, not a law firm. The information on this page is general in nature and does not constitute legal or tax advice. For advice specific to your situation, consult a licensed lawyer or accountant.