To move a federal corporation (CBCA) to Ontario (OBCA), a process known as ‘continuance’, you must obtain a Letter of Satisfaction from Corporations Canada and file Articles of Continuance with the Ontario Business Registry. The Ontario government filing fee is currently $330 CAD, and your business history and CRA tax accounts remain intact.
Many business owners initially choose to incorporate federally under the Canada Business Corporations Act (CBCA) for the prestige of a federal name. However, as your business grows, you might find that dealing with both federal and provincial filings is unnecessary, especially if your operations are strictly located in cities like Toronto, Ottawa, or Mississauga. 🏢 Moving your company purely under the jurisdiction of the Ontario Business Corporations Act (OBCA) is an excellent way to simplify your corporate maintenance.
This legal transition is known as ‘continuance’. You are not closing your federal business and opening a new one; rather, you are seamlessly transferring the existing corporate entity from the federal system to the provincial one. This guide outlines the steps generally required to complete this transfer smoothly and legally in Ontario.
Step-by-Step Process for Corporate Continuance in Ontario
The continuance process requires coordination between the federal government (Corporations Canada) and the provincial government (Ontario Ministry of Public and Business Service Delivery). 📍 It is highly recommended to have a corporate lawyer assist with the paperwork, as any errors can delay the transition.
Step 1: Pass a Special Resolution of Shareholders
Before you can move the corporation, the shareholders must officially agree to the change. Generally, a special resolution requires the approval of at least two-thirds (66.7%) of the voting shares. The resolution must authorise the directors to apply for a Letter of Satisfaction federally and file the Articles of Continuance provincially. You must keep a signed copy of this resolution in your corporate minute book.
Step 2: Request a Letter of Satisfaction from Corporations Canada
Ontario will not accept your corporation unless the federal government explicitly allows it to leave. 📧 You must apply to Corporations Canada for a ‘Letter of Satisfaction’. To get this, your corporation must be in good standing, meaning all annual returns have been filed and no federal fees are outstanding. You will also need to submit a formal request letter and a Director’s Declaration stating that the move will not harm the corporation’s creditors.
Step 3: File Articles of Continuance in Ontario
Once you receive the Letter of Satisfaction, you have six months to file your paperwork with the province. You will need to log into the Ontario Business Registry (OBR) and file Form 6 (Articles of Continuance). This form will outline your corporate name, registered office address in Ontario, director details, and your exact share structure. The province will then issue a provincial Certificate of Continuance.
Step 4: Notify Corporations Canada (Discontinuance)
The final, critical step is often forgotten by business owners. 📝 Once Ontario issues your new certificate, you must send a copy of it back to Corporations Canada. The federal government will then issue a Certificate of Discontinuance, officially confirming that you are no longer a federally governed entity. If you skip this step, you will be incorrectly registered in both jurisdictions and liable for dual annual returns!
How Much Does Continuance Cost in Ontario?
Transitioning from a federal to a provincial registry involves both government filing fees and professional legal fees. 💰 Here is a breakdown of the typical costs in CAD:
- Federal Fees: Requesting the Letter of Satisfaction from Corporations Canada is generally free of charge, assuming your annual returns are up to date.
- Ontario Filing Fee: The provincial government charges $330 CAD to file the Articles of Continuance through the online Ontario Business Registry.
- Lawyer Fees: Retaining an Ontario corporate law firm to draft the special resolutions, prepare the declarations, and file the paperwork typically ranges from $1,000 to $2,500 CAD.
How Long Does the Process Take?
The timeline for a corporate continuance depends heavily on government processing times. Obtaining the Letter of Satisfaction from Corporations Canada usually takes 1 to 2 weeks. Filing the Articles of Continuance in Ontario is done instantly online if all information is correct. Finally, obtaining the Certificate of Discontinuance takes another 1 to 2 weeks. Overall, you should expect the entire legal transition to take roughly 3 to 5 weeks.
Understanding the Impact on Your Business
Many business owners worry about how this change affects their daily operations. 💼 Here is what changes and what stays the same.
| Business Element | Impact After Continuance to OBCA |
|---|---|
| Corporate History | Maintained. Contracts and assets remain untouched. |
| CRA Business Number (BN) | Stays exactly the same (e.g., 123456789 RC0001). |
| Annual Returns | You stop filing federal returns. You only file the Ontario Annual Return. |
| Name Protection | Federal name protection is lost. Your name is now protected only in Ontario. |
Frequently Asked Questions (FAQ)
Do I need to sign new contracts with my clients?
No. Under the law, the corporation continues to exist as the exact same legal entity. All your existing commercial leases, employment agreements, and client contracts remain fully valid and binding without any need for re-signing.
Will my corporate tax rate change?
No. Corporate income tax rates are based on where the corporation has its permanent establishment (e.g., a physical office or warehouse in Ontario), not whether it is incorporated federally or provincially. Your CRA tax obligations remain identical.
Can I change my corporation’s name during this process?
Yes, it is possible. If you wish to operate under a new name, you can include the new name on your Articles of Continuance, provided you have obtained a newly approved Ontario NUANS Name Search Report confirming the name is available.
What happens to my corporate minute book?
Your existing minute book stays intact, but your lawyer will add a new section for the ‘Continuance’. This section will house your special resolutions, the federal Letter of Satisfaction, and the new Ontario Certificate of Continuance.
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