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Continuance (Import) Kit
Policy Statement 9.1
November 22, 2004
Table of Contents
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Why use this kit?
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What corporations can continue under the provisions of the Canada Business Corporations Act?
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What documents must be filed to obtain a certificate of continuance?
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What does Corporations Canada do?
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What happens when an application for continuance is deficient or incomplete?
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How to file the articles of continuance and and pay the fees?
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How to fill out form 11, Articles of Continuance
- Item 1, Name of Corporation
- Item 2, Place of Registered Office
- Item 3, Classes and Maximum Number of Shares the Corporation May Issue
- Item 4, Restrictions on Share Tranfers
- Item 5, Number of Directors
- Item 6, Restrictions on Business
- Item 7, Previous Name and Details
- Item 8, Other Provisions
- Signing of Form 11
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How to fill Form 2, Information Regarding the Registered Office and the Board of Directors
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Additional information and how to reach Corporations Canada
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Annex 1 - List of Jurisdictions Previously Approved by the Director Appointed Under the CBCA
This kit is intended only as a guide to users; it does not
replace or take precedence over the CBCA.
Why use this kit?
The purpose of this kit is to guide you in filing Articles of
Continuance to continue, under the provisions of the Canada Business
Corporations Act CBCA), a business that
has been incorporated under other legislation. By providing all the
required information with your initial application, you can help
Corporations Canada process your continuance documents swiftly.
In this kit, you will find:
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general information about continuance under the provisions of the
CBCA;
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general information about the role of Corporations Canada;
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information about the information you must provide Corporations
Canada to obtain Articles of Continuance;
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information concerning the various ways that an application can be
filed;
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Forms 2 and 11 and suggestions about how to fill out key parts of
Form 11. Note that all the forms can also be obtained on Corporations Canada's website;
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how to reach Corporations Canada.
We suggest that you consult with legal counsel or other professional
advisers in order to obtain additional information on opportunities to
continue your corporation or on the consequences of continuance.
Return to the Table of Contents
The continuance of a corporation is regulated by sections 187 and 268
of the CBCA.
The continuance of a corporation governed by a non-federal
jurisdiction such as a province, a state or a foreign country is
regulated by section 187 of the CBCA. The Director can
continue this corporation provided continuance is permitted by the
corporate law by which it is governed. If required by the law of the
other jurisdiction, the request for continuance must include a
document approving the continuance (often referred to as an
"authorization") from that jurisdiction.
A copy of the relevant sections of the corporate statute governing the
corporation must normally be provided with the request. The Director
has already approved requests for continuance of corporations
constituted in different Canadian jurisdictions; it is not necessary
to provide a copy of the Act for such jurisdictions. In Annex 1 of
this document, you will find the list of Canadian jurisdictions
previously approved by the Director appointed under the CBCA.
For corporations governed by a federal corporate statute other than
the CBCA, continuance under
the CBCA
is regulated by section 268 of the CBCA; a letter of
approval is not normally required unless it is required by the Act
under which the corporation is presently governed. Please consult
section 268 of the CBCA for specific
details concerning the continuance of your corporation.
Return to the Table of Contents
An application for a Certificate of Continuance must include the
following documents:
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Form 11, Articles of Continuance, properly completed;
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Form 2, Information Regarding the Registered Office and the Board
of Directors, properly completed;
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Authorization from the exporting jurisdiction, if applicable;
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If you requested prior approval of your name: the letter from the
Director appointed under the CBCA approving your
name (please enclose a copy of the NUANS® report). If
you did not request prior approval of your name: a NUANS® report not
more than 90 days old as well as information pertinent to the name.
If you are requesting a number name, it is not necessary to file a
NUANS® report;
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A copy of the relevant parts of the Act by virtue of which the body
corporate is actually constituted, unless the jurisdiction has been
approved previously (see Annex 1) or unless the body corporate has
been constituted by virtue of a federal Act;
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A filing fee of $200.00, payable to the Receiver General for
Canada. Please note that no fee is applicable for corporations
requesting continuance under section 268 of the CBCA.
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Where the import is from a non-federal jurisdiction not listed in
Annex I, a legal opinion addressed to the Director, CBCA, from counsel
qualified to provide opinions on the law of the non-federal
jurisdiction ("foreign law") stating 1) that the foreign
law permits export to the CBCA in such a
manner that once the corporation is continued under the CBCA, the
foreign law will cease to apply, and, 2) where the foreign law does
not require any authorization to be issued by the foreign
jurisdiction, that the corporation has met all requirements for
export under the foreign law.
There is no requirement that any form of "proof of facts"
(such as affidavits or resolutions) be submitted with the request for
continuance. It is the responsibility of the applicant, not the
Director, to verify that the contents of the articles meet all
requirements of the CBCA.
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Corporations Canada will check that your request is complete and in
proper form and that the proposed name is acceptable. The analysts
will determine whether laws of the non-federal jurisdiction under
which your corporation is incorporated authorize it to change
jurisdictions or, alternatively, whether the continuance of your
federal corporation under the CBCA is authorized
according to section 268 of the CBCA.
When a body corporate is incorporated under a jurisdiction that is not
pre-approved by the Director, the Act under the body corporate is
actually incorporated will be examined by the Department of Justice.
They would determine if the continuance may be authorized, as when
continued, the Act of the jurisdiction where the body corporate is
incorporated does not apply any more to the corporation. They would
also determined if other requirements are needed before authorizing
the continuance.
Once the continuance is approved, the Director will issue a
Certificate of Continuance showing the date of receipt of your request
as the effective date. If you prefer, you may request a later
incorporation date instead. Please note that the CBCA applies as of the
date shown on the Certificate of Continuance.
One copy of the Certificate of Continuance will be sent to the
authority in the other jurisdiction that has issued an authorization
to export. A notice setting out your corporation's name and the
effective date of the continuance will appear on Corporations
Canada's website.
Return to the Table of Contents
Applications for continuance that are deficient or incomplete will be
returned to the applicant with a deficiency notice stating the nature
of the deficiency.
When a deficient or incomplete application is returned, the original
effective date is forfeited, unless you expressly request the original
effective date when you submit your new application. Corporations
Canada will retain the fee paid, in anticipation of a further request
for continuance. The fee will be returned, however, if you advise the
Director in writing that you are withdrawing your application.
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On-line filing
You can file the documents needed to continue your business on line at
Corporations Canada Online Filing Centre. Please
refer to this website for the procedures for filing your Articles of
Continuance. The fee is $200 payable by credit card (American
Express®, Master Card® or Visa®).
The Certificate of Continuance will be sent to you by electronic mail
in PDF format.
By fax
You can also file the Articles of Continuance by fax at (613)
941-0999. Please note that the forms may be signed by reproducing a
hand-written signature or in digital format. The $200 fee must be paid
by credit card (American Express®, Master Card® or Visa®)
or by deposit to an account opened with Industry Canada.
The Certificate of Continuance will be sent to you by fax.
By mail or courier
You can file the necessary documents and pay the $200 fee by sending
them to the following address:
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario K1A 0C8
The $200 fee must be paid by cheque payable to the Receiver General
for Canada, by credit card (American Express®, Master Card® or
Visa®) or by deposit to an account opened with Industry Canada.
The Certificate of Continuance will be sent to you by mail or by the
delivery method requested.
Return to the Table of Contents
Please see the back of Form 11 for complete instructions on how to
fill out the Articles of Continuance.
Return to the Table of Contents
Write in the proposed name.
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If the name has been pre-approved, ensure that the letter of
approval is enclosed with your request together with a copy of the
NUANS® report.
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If the name has not been reviewed prior to your filing Articles of
Continuance, the name will go through the approval process when the
articles are filed.
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If you are continuing under a number name, which will be assigned
by the Director, you need only leave a blank space on the left hand
side, write in the word Canada and add the legal element of your
choice, such as Inc., Ltd., Corp., etc.
Example:
__________________________ CANADA Inc.
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If you are continuing under a bilingual name, both English and
French forms of the name should appear here.
What Corporate Name Should Be Used?
A body corporate can continue with its current name, if available, or
it can change its name in its Articles of Continuance. The rules for
searching the availability of a proposed corporate name and obtaining
approval from the Director are the same for a continuing corporation
as for a newly-incorporating corporation.
Your proposed corporate name must be approved by the Director
appointed under the CBCA. The Director will
examine your application to verify that it meets the requirements of
the CBCA
and the Regulations. The name proposed must be distinctive, must not
cause confusion with any existing name or trade mark used in Canada,
and must not be prohibited or misleading.
You may request approval of the name
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before filing the Articles of Incorporation
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when you file the Articles of Incorporation
How to submit an application for a name to the Director
Whether you apply for pre-approval or request approval when you file
the Articles of Continuance, you are responsible for providing all of
the facts relevant to the name you are proposing, as well as a
NUANS®
report.
Information relevant to the proposed name
You must submit the information relating to the
circumstances that led to your choosing the name in question to the
Director in writing. You can use the Corporate Name
Information Form, or you can submit a letter to the
Director describing your corporation's activities and addressing
the following points:
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What type of business will the proposed
corporation conduct? How is this dissimilar to the activities of
existing businesses with similar names? Even if your NUANS® report
does not turn up names that appear to be similar to yours, the
Director still needs this information to ensure that your proposed
name does not suggest government sponsorship or that the proposed
corporation will be carrying on the business of a bank or a trust,
loan or insurance company, or merely describe, or misdescribe the
business of your corporation.
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Where will the proposed corporation carry on its
business? You must show that this territory is not the same as that
of other businesses with similar names and similar activities.
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With what type of clients will the proposed
corporation conduct business (e.g., retailers, computer
programmers, general public)? Indicate whether they are different
from the types of people with whom existing businesses with similar
names, engaging in similar activities and operating in the same
territory will do business.
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What is the derivation of the distinctive
element(s) of the proposed name? For example, what is the
derivation of the word "Amtech" in the name "Amtech
Enterprises Inc."? If you have a valid reason for wanting that
distinctive element, the Director is less likely to conclude that
you may be trying to trade on the goodwill of an existing business
with a similar name.
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Is the proposed corporation related to existing
businesses with similar names or trade marks? If so, you need the
consent of their owners in writing.
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Does the proposed corporation have a foreign
parent with a similar name that carries on business or is
known in Canada? If so, you need consent in writing, and you must
add (CANADA) or OF CANADA to the proposed name.
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Did you make an earlier reservation of a name
similar to another name on the NUANS® report? Your
request may be denied if it appears that an earlier reservation for
the same name has been made by someone else.
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Are you enclosing the consent in writing of an individual
whose name appears in the corporate name (other than an
incorporator or director of the proposed corporation)? The
consenting individual must also indicate that he or she has or had
a material interest in the proposed corporation.
If you are satisfied that your corporate name is not likely to cause
confusion, outline in your letter to the Director the arguments on
which you have based your conclusion.
NUANS®
Report
You must provide a search, that is, a NUANS® report under
the federal rules for determining whether the name you are proposing
is available. A NUANS® report is a
five-page document setting out the business names (3 pages) and trade
marks registered in Canada (2 pages) that sound or look similar to the
name you are proposing. The list is drawn from a national data bank of
existing and reserved trade names as well as trade marks that have
been registered and applied for in Canada.
A NUANS® report may be
obtained in two ways:
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A NUANS® report may
be requested from a private company known as a search house. You
can find a list of these firms on Corporations Canada's website by following
the links "Online Filing", and "Corporations Canada
Online Filing Centre", or in the Yellow Pages of your
telephone directory under incorporating companies,
incorporation name search, searchers of records or trade mark
agents - registered. There is a fee for this service.
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A NUANS® report may
be ordered on-line at the Electronic Filing Centre from the NUANS®
Real-Time System. The fee is $20 payable by credit card (American
Express®, Master Card® or Visa®). The system provides
direct access to the NUANS® search
service. Applicants should note that a NUANS® report that
is generated may be rejected if the proposed name does not meet the
requirements of the CBCA name
regulations.
When you order a NUANS® report, that
report has a life of 90 days from the date it is requested. A search
house can advise you whether your proposed name is likely to be
accepted by the Director. The final decision, however, always rests
with the Director.
NUANS®
Report: special cases
Number name
Instead of a name, you may ask the Director to assign your proposed
corporation a number. Some incorporators do this when they have to
incorporate a corporation urgently and do not have enough time to have
a name approved. A number name must be requested when the Articles of
Incorporation are submitted and the applicable fee paid. Obviously you
do not submit a NUANS® report.
If you subsequently wish to adopt a trade name, you will have to order
a NUANS® report, ask the
Director to approve the name and pay a $200 fee for filing Articles of
Amendment (Form 4) to change the corporation's name.
Bilingual name
If your proposed corporation intends to carry on business in a region
or regions where both English and French are spoken, you may wish to
consider adopting a bilingual corporate name.
The procedure is the same as for a unilingual name, except that one
NUANS®
report is required for each name or variation requested. For example,
two NUANS® reports must be
filed in order to verify that the phonetically dissimilar English and
French forms of a name are both distinctive.
Where the English and French forms are phonetically similar except for
a legal element (e.g., Ltd./Ltée), only one NUANS® report will be
necessary.
Decision of the Director
If your request for pre-approval is accepted, the name in question
will be reserved for you for the life of the search report. If the
Director has not made a decision within that 90-day period, you will
have to submit a fresh request to reserve a name by ordering another
NUANS®
report.
If you have requested pre-approval and the Director's decision is
favourable, your Articles of Continuance will probably be processed
promptly when you file them, provided that all other relevant
information is submitted at the same time. Remember to include the
letter approving your name when you submit your Articles of
Incorporation.
If your proposed name is returned to you, you can still submit a
written request for the Director to re-examine his decision, having
regard to the additional information. However, you will save time and
money if you include all relevant information in your initial
application.
Where to submit a request for approval of a name
A request for pre-approval may be made on-line at Corporations Canada Online Filing Centre. Please
refer to Corporations Canada's website for the procedures.
As well, you can submit your request for pre-approval by fax, mail or in person at Corporations Canada.
Please refer to the item How to file your articles of continuance and pay the fees on page 2 of this kit for contact information.
No fee is payable for a request for approval of a name.
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Indicate the province or territory in Canada where the registered office is to be situated.
Return to the Table of Contents
Although most continuing corporate entities maintain their existing share structure, changes can be made if covered in the Special Resolution authorizing continuance.
The CBCA sets out certain requirements for details regarding shares, including the following:
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All shares must be without nominal or par value;
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The CBCA gives incorporators broad discretion to designate a class of shares as common, preferred or Class A or B shares, or any other designation. Some incorporators designate classes of shares simply as Class A, Class B and other;
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You do not need to place a limit on the number of shares that the corporation is authorized to issue.
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You do not need to specify a maximum aggregate consideration for the issuance of shares.
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Restrictions may be placed on any class of shares.
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Where there is more than one class of shares, the rights,
privileges, restrictions and conditions attaching to each class
must be specified. At least one class of shares is to be voting,
there must be a class that carries the right to receive dividends
and one class that carries the right to receive the remaining
property of the corporation on dissolution. If only one class of
shares is created, that class will carry all those rights.
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If you cite the existing provisions of the shares or restructure
new shares, remember to eliminate all references to
"nominal" or "par" value. Such references can,
however, be used if the Director has granted special permission
based on a written request for exemption (see subsection 187(11) of
the CBCA).
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The following sample clauses are often used by incorporators and
are acceptable to the Director to cover some very basic kinds of
shares. The corporation may choose to issue one class of shares
only. If two or more classes of shares are issued, you must specify
the rights, privileges, restrictions and conditions attaching to
each class.
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You may vary the composition and complexity of share structures for
particular situations in countless ways. The clauses given here are
only examples of the most common kinds of share structures used by
many incorporators; and they are by no means mandatory or
exhaustive. You may wish to seek legal advice if you want
to use other clauses to be sure that they are permitted under the
CBCA.
Examples:
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For a single class of shares:
"The corporation is authorized to issue an unlimited number
of shares of one class."
or
"Unlimited number of shares in a single class."
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For two or more classes of shares:
"The corporation is authorized to issue an unlimited number
of Class A and Class B shares. The Class A shareholders shall be
entitled to vote at all shareholder meetings, except meetings at
which only holders of a specified class of share entitle their
holders to vote and to receive such dividend as the board of
directors in their discretion shall declare. Subject to the
provisions of the Canada Business Corporations Act, the Class B
shares shall be non-voting. Upon liquidation or dissolution, the
holders of Class A and Class B shares shall share equally the
remaining property of the corporation."
or
"The corporation is authorized to issue Class A and Class B
shares with the following rights, privileges, restrictions and
conditions:
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Class A shares, without nominal or par value, the holders of
which are entitled:
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to vote at all meetings of shareholders except meetings
at which only holders of a specified class of shares
are entitled to vote; and
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to receive the remaining property of the corporation
upon dissolution.
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Class B shares, without nominal or par value, the holders of which
are entitled:
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to a dividend as fixed by the board of directors;
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upon the dissolution or liquidation of the corporation, to
repayment of the amount paid for such share (plus any
declared and unpaid dividends) in priority to the Class A
shares, but they shall not confer a right to any further
participation in profits or assets.
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The holders of Class B shares shall be entitled to vote at all
meetings of shareholders."
or
"The holders of Class B shares shall not, subject to the
provisions of the Canada Business Corporations Act, be entitled to
vote at any meetings of shareholders."
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For shares in a series:
"The directors may authorize the issue of one or more series
within each class of shares, and may fix the number of shares in
each series, and determine the rights, privileges, restrictions and
conditions attaching to the shares of each series subject to the
limits provided in the articles." (As noted earlier, you may
create a series of shares immediately in the Articles, rather than
waiting until later.)
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Share redemption:
If a fixed price is not stated, a redemption formula that can be
determined in dollars must be used.
"The said Class X shares or any part thereof shall be
redeemable at the option of the corporation without the consent of
the holders thereof (at a price of $__ per share) or (at a price
equal to the amount paid per share) plus any declared and unpaid
dividend."
Return to the Table of Contents
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Restrictions, if any, on the transfer of shares are normally
limited to the consent of the directors and/or shareholders.
Exceptions may occur in special cases when the incorporators
establish a constrained share corporation, as described in Part IX
(Constrained Share Corporations) of the CBCA
Regulations.
Example:
"No shares of the capital of the Corporation shall be
transferred without either (a) the sanction of a majority of the
directors of the corporation or alternatively (b) the sanction of
the majority of the shareholders of the corporation."
or
"No shares of the corporation shall be transferred without the
approval of the directors evidenced by resolution of the board,
provided that approval of any transfer of shares may be given as
aforesaid after the said transfer has been effected upon the
records of the corporation, in which event, unless the said
resolution stipulates otherwise, the said transfer shall be valid
and shall take effect as from the date of its entry upon the books
of the corporation."
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You may wish to further restrict the transfer of shares by
designating the corporation as "non-distributing" or
"distributing." If you expressly wish the corporation to
remain "non-distributing," then you should, in addition
to the statements referred to above, make the following
statement:
Example:
"The corporation shall not make a distribution to the public
of any of its securities."
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You may add the following clause to clarify your corporation's
status as "non-distributing" for the purposes of
provincial securities regulations:
"The number of shareholders is limited to fifty, not including
persons who are in the employment of the corporation and persons
who, having been formerly in the employment of the corporation,
were, while in that employment, and have continued after the
termination of that employment, to be shareholders of the
corporation, two or more persons holding one or more shares jointly
being counted as a single shareholder."
Adding these clauses will prevent the corporation from becoming an
issuer that is required, under provincial securities legislation, to
file a prospectus or register shares on a stock exchange.
In fact, your corporation will be a "non-distributing"
corporation unless, under the definition in subsection 2(1) of the
Regulations, the corporation:
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is a reporting issuer within the meaning of any applicable
securities legislation, unless it is subject to an exemption from
that legislation;
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has filed a prospectus or similar document in relation to the
public distribution of its shares;
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has securities that are listed and posted for trading on a stock
exchange in or outside Canada;
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is a distributing corporation that is involved in or results from a
statutory procedure, such as an amalgamation or reorganization.
Under subsections 2(6) and 2(7) of the CBCA, the Director may
also determine that a corporation is not or was not a distributing
corporation if the Director is satisfied that the determination would
not be prejudicial to the public interest.
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You may specify a minimum and maximum number or a fixed number of
directors. However, to permit cumulative voting, the number of
directors must be fixed. Moreover, if the corporation is a
"distributing" corporation, there must be at least three
directors.
Example:
"A minimum of 1 and a maximum of 7."
or
"Five directors."
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A CBCA corporation has
all the rights of a natural person, and normally one would not wish
to limit this power.
Example:
If there are to be no restrictions, simply state
"none."
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If, however, for any reason you wish to restrict the business of
the corporation, the following preamble is suggested:
"The business of the corporation shall be limited to the
following: ..."
It should be noted that section 3 of the CBCA itself
prohibits CBCA corporations
from carrying on the business of a bank or an insurance or trust
and loan company, or carry on business as a degree-granting
institution.
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Please indicate the previous name of your corporation under the
exporting jurisdiction, if a change was effected upon continuance.
Also give details such as the date of the previous incorporation and
the exporting jurisdiction.
Return to the Table of Contents
The CBCA
allows you to include a number of additional provisions in the
Articles of Continuance. This item is frequently used to include
clauses to meet the requirements of other laws or institutions.
The following list illustrates the kind of wording generally adopted
for the more frequently occurring features. This listing is not
complete and the wording is only a suggestion.
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Borrowing Power of Directors:
A provision regarding directors' borrowing powers and their
delegation is sometimes used to limit the authority of directors
and/or to satisfy lending institutions:
Example:
"If authorized by by-law which is duly made by the directors
and confirmed by ordinary resolution, the directors of the
corporation may from time to time:
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borrow money upon the credit of the corporation;
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issue, reissue, sell or pledge debt obligations of the
corporation; and
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mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the corporation, owned or
subsequently acquired to secure any debt obligation of the
corporation.
Any such by-law may provide for the delegation of such powers by
the directors to such officers or directors of the corporation to
such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the
corporation on bills of exchange or promissory notes made, drawn,
accepted or endorsed by or on behalf of the corporation."
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Cumulative Voting for Directors:
You may include provision for cumulative voting for directors, but
only if the number of directors is a fixed number:
Example:
"There shall be cumulative voting for directors."
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Increasing the Majority Vote by Shareholders:
You may insert wording similar to the following to increase the
majority vote by shareholders:
Example:
"In order to effect any (ordinary and/or special)(1)
resolution passed at a meeting of shareholders(2), a majority of not
less than _____ per cent of the votes cast by the shareholders who
voted in respect of that resolution shall be required."
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Specifying the foreign version of your corporate
name for use outside Canada:
Example:
"It is hereby provided that the corporation may use and may
be equally designated by the following form outside
Canada: ... ."
(Note: do not use item 8 to state the French or
English form of the corporate name for use
inside Canada - use item 1)
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Specifying voting rights on fractional shares:
Example:
"A holder of a fractional share shall be entitled to exercise
voting rights and to receive dividends in respect of said
fractional share."
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Specifying that some shareholders have a pre-emptive right:
Example:
"It is hereby provided that no shares of a class of shares
shall be issued unless the shares have first been offered to the
shareholders holding shares of that class, and those shareholders
have a pre-emptive right to acquire the offered shares in
proportion to their holdings of the shares of that class, at such
price and on such terms as those shares are to be offered to
others."
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Under the CBCA, directors are
not required to own shares of the corporation. However, where you
do wish to provide for directors to own shares, the following
wording is normally used.
Example:
"No person otherwise qualified shall be elected or appointed
as a director unless such person beneficially owns at least one
share issued by the corporation."
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Prescribing how shareholders will fill a vacancy on the
board of directors:
Example:
"Any vacancy among the directors shall be filled by a vote of
the shareholders."
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Specifying a quorum of directors:
Example:
"The quorum for any meeting of the board of directors shall
be ."
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You may provide for trust deeds for purposes of the Quebec Special
Corporate Powers Act, if the corporation intends to carry on
business in the Province of Quebec:
"The corporation, through its directors, may, as it deems
expedient and notwithstanding the provisions of the Civil Code,
hypothecate, mortgage or pledge any real or personal property,
currently owned or subsequently acquired, of the corporation, to
secure the payment of such debentures and other securities, or to
provide only a part of these guarantees for the said purposes; and
it may constitute the aforesaid hypothec, mortgage or pledge by
trust deed, pursuant to sections 23 and 24 of the Special Corporate
Powers Act (R.S.Q. 1964, c 275), or in any other manner.
The corporation may also hypothecate or mortgage the real
property, or pledge or otherwise charge in any manner the personal
property of the corporation, or provide these various kinds of
guarantee, to secure the payment of loans made otherwise than by
the issue of debentures, as well as the payment or performance of
other debts, contracts and undertakings of the
corporation."
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The Articles of Continuance must be signed by a director or an
authorized officer of the company.
An authorized officer is a person appointed by the directors. The
appointment is subject to the Articles, the by-laws, or any unanimous
shareholder agreement. The officer may be the chair of the board of
directors, the president of the corporation, a vice-president, the
secretary, treasurer or comptroller, legal counsel, general manager, a
managing director or any other person who performs functions for a
corporation similar to those normally performed by a person who holds
one of those positions.
Form 11, which is filed with the Director through the Corporations
Canada Online Filing Centre or sent by fax, need not necessarily
contain the original signatures of the incorporator(s). However,
signed copies of the original documents must be retained in the
records of the corporation.
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Please, refer to the form to get complete instructions.
Indicate at item 1 the name of the corporation as indicated in the
Articles of Incorporation (Form 1).
Indicate at item 2 the registered office address. It must be a
complete civic address within the province or territory specified in
the Articles of Incorporation (Form 1). Please indicate at item 3 the
mailing address if it is different from the address of the registered
office.
Indicate at item 4 the name and family name of all directors. The
number of directors must correspond with the number indicated in Item
6 of the Articles of Incorporation (Form 1). You must indicate the
residential address (a post office or a business address won't be
accepted) of each director and indicate if he/she is Canadian
resident.
Note that at least 25 per cent of the directors must be Canadians
residents. However, some restrictions apply:
-
If the corporation has fewer than four directors, at least one of
them must be a resident Canadian.
-
If the corporation is required by a federal Act or regulations to
meet specific requirements respecting Canadian participation or
control (e.g., corporations carrying on air transportation or
telecommunications businesses), a majority (50% + 1) of its
directors must be resident Canadians.
-
If the corporation is carrying on one of the following businesses,
a majority (50% + 1) of its directors must be resident
Canadians:
-
uranium mining
-
book publishing or distribution
-
bookselling, where the sale of books is the primary part of
the corporation's business
-
film or video distribution
However, if a parent corporation belonging to one of those categories
(i.e., carrying on a business referred to above, or that must meet
requirements respecting Canadian participation or control under a
federal Act or regulations) and its subsidiaries earn less than five
per cent of their gross revenue in Canada, only one third of the
corporation's directors need be resident Canadians.
Form 2 must be signed by one of the incorporators.
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For additional information on Corporations Canada products and
services, please visit Corporations Canada's website or call
1-866-333-5556.
You can also contact Corporations Canada at:
Enquiries Unit
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
Ottawa, Ontario K1A 0C8
Fax: (613) 941-0601
Corporations Canada's website
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List of Jurisdictions Previously Approved by the Director Appointed
Under the CBCA
The Director has previously approved applications for continuance
under section 187 of the Canada Business Corporations Act
from the following Canadian jurisdictions.
The documentation required may vary with the legislative provisions of
the exporting jurisdiction. Should that legislation be amended, the
filing requirements listed below may change. It is the responsibility
of the applicant to ensure that the request filed with the Director
appointed under the CBCA satisfies the
requirements of the legislation where the body corporate is actually
incorporated as well as the CBCA.
Jurisdiction
|
Requested Documents
|
Alberta
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Letter of Approval from the Alberta Corporate
Registry
|
British Columbia
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Letter of Authorization from the British Columbia
Corporate Registry
|
Manitoba
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- An endorsed "Application for approval to
continue in another jurisdiction" from the Manitoba
Companies Office
|
New Brunswick
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Letter of Satisfaction from the New Brunswick
Corporate Affairs Registry
|
Newfoundland and Labrador
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Letter of Satisfaction from the Newfoundland and
Labrador Registry of Companies
|
Northwest Territories
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Continue-Out Letter from the Northwest Territories
Corporate Registries
|
Nova Scotia
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Letter of Non-objection from the Nova Scotia
Registry of Joint Stock Companies
|
Nunavut
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Letter of Approval from the Legal Registries
Division, Government of Nunavut
|
Ontario
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- An endorsed "Application for authorization to
continue in another jurisdiction" (Form 7) from the Ontario
Companies and Personal Property Security Branch
|
Prince Edward Island
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Letter of Satisfaction from the Prince Edward
Island Consumer, Corporate and Insurance Division
|
Saskatchewan
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Certificate of Authorization from the Saskatchewan
Corporations Branch
|
Yukon
|
- Name search report
- Forms 2 and 11 properly completed
- Fee of $200
- Letter of Approval from the Yukon Corporate
Registry
|
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(1) The
CBCA
specifies a simple majority of an ordinary resolution and two-thirds
majority for a special resolution. Therefore, any figure set out in
the articles must be freater than these statutory majorities. Return to (1)
(2) Other than
a resolution to remove a director (see subsection 6(4) of the CBCA). Return to (2)
Return to the Table of Contents
|