Moving Your Business to Another Province: What is Continuance?

Generally, most businesses open in one area and stay there for the duration of their operation, but this does not mean that businesses are locked into the province they began in. There are some options if a business wants to operate outside its provincial borders. One option is federal incorporation which allows a business to operate across Canada. Another option is to apply for continuance in another province, this will move the province out of its place of origin and into a new province. Continuance generally involves 2 steps:

1. The continuance into the New Province
2. The continuance out of the Old Province

In this article we will be focusing on “continuing out” because the process of moving into a New Province will be different for each province but continuing out of Ontario will always be the same – until the laws change. Generally obtaining legal counsel situated in the New Province will make continuing into the New Province much easier since your lawyer will be familiar with local laws and regulations.

When continuing out of the province of Ontario the primary form you will need is an Authorization to Continue Out of BCA. We have summarized some of the more important fields in the form below, however, keep in mind that government forms change often and before completing the required authorization form, you will want to make sure that (a) the form you are using is the most current version, and (b) your company’s information is up-to-date with the government. Consult your lawyer if you need assistance with any of these.

The headings that follow refer to the corresponding sections in the form.

Form 5265 – Authorization to Continue Out of BCA

Corporation Information

1. The Corporation’s name as it appears on the original articles of incorporation or the most recent articles, if different.
2. The Ontario Corporation Number
3. The Corporation’s official email address
   1. This must be the same address that the ministry has on file, this cannot be the first time the email address has been used.
   2. Corporations must notify the Ministry of any changes to its official email address by using the Initial Return/Notice of Change/Annual Return by an Ontario Corporation – Form Number 5284. This form can be included with form 5265 for submission. Contact a lawyer if you have questions.
4. Company Key
   1. Your corporation’s company key can be obtained by making a request through the Ontario Business Registry.
   2. For more information on obtaining your company key please see Notice – Company Key on the Ontario Central Forms Repository.

Contact Information

This refers to the person managing the documents through the process. So, it could be your own contact information, your lawyer’s, or anyone else you trust to manage this form or act for the corporation.

Authorization to Continue out of the OBA

We will be focusing on how to continue out of Ontario and into a new province so the selections made in this section will be chosen for that purpose.

1. Select “The corporation is applying to continue under the laws of another Canadian jurisdiction.”
2. Select the jurisdiction the corporation will be moving to from the drop-down list.
3. The tick boxes that follow ask you to confirm a few statements about the corporation. If you are unclear or uncertain about any of the statements consult a lawyer.
4. Finally, you will be asked if the corporation is offering shares to the public.
   1. If the corporation is not offering shares to the public, then select that option. If you are uncertain contact a lawyer.
   2. If the corporation is offering shares to the public, then consent from the Ontario Securities Commission needs to be obtained. Contact a lawyer for assistance.

Authorizing the Form

1. Make sure a director, or officer of the corporation has agreed to continuing the corporation then tick the box confirming that the form has been authorized by the required person.
2. Write the name of the corporation’s director or corporate officer and record their position.
3. Obtain the signature of the director or corporate officer (if done electronically then records must be kept)

Congratulations! You’ve filled out the form.

Supporting Docs

In the current scenario the only supporting documentation required will be a cheque for $330 made payable to the Minister of Finance, however the required supporting documentation will change based on your selections. Consult a lawyer if assistance is needed.

Mailing the Form

If you intend to mail the form, send it to the Ministry of Government and Consumer Services Central Production and Verification Services.

After the form has been submitted, you will be contacted by the Ministry of Finance if compliance issues exist.

Authorization and Expiry of Documents

Once you are granted authorization to continue out of Ontario, such authorization will be valid for 6 months.

Continuance in Another Province/Territory

The corporation must now complete the process of continuing into the New Province and send a copy of the successful continuance to the Ministry of Government and Consumer Services or file it online with the Ontario Business Registry within 60 days after the date of issuance.

After that, your corporation has been successfully continued out of the province of Ontario and into your new chosen jurisdiction.

Written by Lucas Rotino

* Please note that the information in this article is not intended as legal advice, but rather as a general overview on the subject. If you are seeking legal advice, please consult with a lawyer.