Continuance (Import) Kit

Policy Statement 9.1
November 22, 2004

Table of Contents

• Why use this kit?
• What corporations can continue under the provisions of the Canada Business Corporations Act?
• What documents must be filed to obtain a certificate of continuance?
• What does Corporations Canada do?
• What happens when an application for continuance is deficient or incomplete?
• How to file the articles of continuance and and pay the fees?
• 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
• How to fill Form 2, Information Regarding the Registered Office and the Board of Directors
• Additional information and how to reach Corporations Canada
• 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:

• general information about continuance under the provisions of the CBCA;
  
  
• general information about the role of Corporations Canada;
  
  
• information about the information you must provide Corporations Canada to obtain Articles of Continuance;
  
  
• information concerning the various ways that an application can be filed;
  
  
• 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;
  
  
• 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.

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What corporations can continue under the provisions of the Canada Business Corporations Act?

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.

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What documents must be filed to obtain a certificate of continuance?

An application for a Certificate of Continuance must include the following documents:

• Form 11, Articles of Continuance, properly completed;
  
  
• Form 2, Information Regarding the Registered Office and the Board of Directors, properly completed;
  
  
• Authorization from the exporting jurisdiction, if applicable;
  
  
• 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;
  
  
• 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;
  
  
• 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.
  
  
• 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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What does Corporations Canada do?

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.

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What happens when an application for continuance is deficient or incomplete?

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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How to file your articles of continuance and pay the fees

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.

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How to fill out form 11, Articles of Continuance

Please see the back of Form 11 for complete instructions on how to fill out the Articles of Continuance.

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Item 1, Name of Corporation

Write in the proposed name.

• 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.
  
  
• 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.
  
  
• 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.
  
  
• 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

• before filing the Articles of Incorporation
• 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:

• 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.
  
  
• 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.
  
  
• 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.
  
  
• 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.
  
  
• 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.
  
  
• 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.
  
  
• 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.
  
  
• 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:

1. 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.
   
   
2. 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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Item 2, Place of Registered Office

Indicate the province or territory in Canada where the registered office is to be situated.

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Item 3, Classes and Maximum Number of Shares the Corporation May Issue

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:

• All shares must be without nominal or par value;
  
  
• 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;
  
  
• You do not need to place a limit on the number of shares that the corporation is authorized to issue.
  
  
• You do not need to specify a maximum aggregate consideration for the issuance of shares.
  
  
• Restrictions may be placed on any class of shares.
  
  

• 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.
  
  
• 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).
  
  
• 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.
  
  
• 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:
  
  
• 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."
  
  
• 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:
  
  
  1. Class A shares, without nominal or par value, the holders of which are entitled:
     
     
     1. to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; and
        
        
     2. to receive the remaining property of the corporation upon dissolution.
        
        
• Class B shares, without nominal or par value, the holders of which are entitled:
  
  
  1. to a dividend as fixed by the board of directors;
     
     
  2. 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.
     
     
• 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."
  
  
• 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.)
  
  
• 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."

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Item 4, Restrictions on Share Transfers

• 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."
  
  
• 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."
  
  
• 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:

1. is a reporting issuer within the meaning of any applicable securities legislation, unless it is subject to an exemption from that legislation;
   
   
2. has filed a prospectus or similar document in relation to the public distribution of its shares;
   
   
3. has securities that are listed and posted for trading on a stock exchange in or outside Canada;
   
   
4. 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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Item 5, Number of Directors

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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Item 6, Restrictions on Business

• 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."
  
  
• 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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Item 7, Previous Name and Details

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.

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Item 8, Other Provisions

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.

• 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:
  
  
  1. borrow money upon the credit of the corporation;
     
     
  2. issue, reissue, sell or pledge debt obligations of the corporation; and
     
     
  3. 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."
  
  
• 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."
  
  
• 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."
  
  
• 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)
  
  
• 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."
  
  
• 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."
  
  
• 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."
  
  
• 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."
  
  
• Specifying a quorum of directors:
  
  Example:
  
  "The quorum for any meeting of the board of directors shall be ."
  
  
• 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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Signing of Form 11

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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How to fill Form 2, Information Regarding the Registered Office and the Board of Directors

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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Additional information and how to reach Corporations Canada

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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Annex 1

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.

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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⁾

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