Processing Time:

2 business days depending on application approval and system availability. For same day submission, applications must be received by no later than 3:00 pm to allow for preparation, review and submission to the Ontario Business Registry.    

Articles of Continuance

Continue a Corporation from another jurisdiction into Ontario.

Complete and upload Articles of Continuance application form 5264E

SKU: Filings-Continuance-5264 Category: Tag:

Do you need the application form? Government Forms

Essential Requirements to Continue a Corporation into Ontario

Corporation Name and Information
Enter the name of the corporation exactly as it appears on the original incorporation document or amendment (if applicable).

If the corporation previously operated in Ontario, select ‘Yes’ and enter the OCN number previously assigned to the corporation.  Otherwise, select ‘No’, confirming the corporation has never been assigned an OCN.

Current Details/Jurisdiction
The following supporting documents are required for Corporations outside Ontario:

  • A certified copy of the incorporating document, along with all amendments, by the relevant official of the jurisdiction of incorporation.
  • Letter of satisfaction, certificate of discontinuance or other document issued by the appropriate officer of the incorporating jurisdiction indicating the corporation is authorized under the laws of that jurisdiction to apply for Articles of Continuance in Ontario.
  • If the corporation is from a jurisdiction outside Canada, a Legal Opinion indicating that the jurisdiction’s law authorize the corporation to apply for continuance.

Requested Date for Continuance
The requested date for continuance is the requested effective date that your corporation is to be continued under the laws of the BCA and its regulations. You must select a preferred date; however,  the earliest effective date will be the date the application acceptable for filing is received by the ministry.  You may choose a future date up to 30 calendar days later than the current date, as long as the NUANS Report date is valid. You cannot choose a past date. The NUANS report cannot be older than 90 days from the submission of the articles.

Primary Activity
The primary activity is the main activity of the corporation. For more information and to search for a primary activity code visit the NAICS website.

Official Email Address
The corporation’s official email will be used to communicate with the corporation and must be kept current. All official documents or notices and correspondence to the corporation that is the subject of this filing will be sent to this email address.

Registered Office Address
Set out the address of the registered office of the corporation including the street name, street or rural route number, municipality, province, country and the postal code. The registered office address must be in Ontario.

Number of Directors
Please indicate either a fixed number of directors OR a minimum and maximum number of directors. It cannot be both.

 

Shares and Provisions

You have the option to use pre-defined text, or to set out your own for the following sections: classes of shares, rights, privileges, restrictions and conditions, restriction on share transfers, restriction on business or powers, and other provisions.  If you are not sure, seek legal advice.

 

Required Statements
Confirm that the corporation is to be continued as if it had been incorporated under the BCA. It must also confirm that it has complied with 180(3) of the BCA and that necessary amendments have been made for the articles to conform to the laws of Ontario.

Authorization Date
This cannot be a future date. Provide the date that the continuation was properly authorized under the laws of the current home jurisdiction.

 

Signed application copies of any articles to be filed should be kept with your records.  They are not required for electronic submission.

Important Tips when using the PDF Application forms:

When encountering a problem opening PDF using a browser such as Chrome, please follow these steps to open and complete the form.

  1. When you locate the form needed, right-click to select “Save link as” to save the PDF form onto the desktop. Do not double-click the form and open it in a browser.
  2. Open the form that you saved on the desktop with Adobe Reader. Do not double-click to open the PDF form as Adobe Reader might not be the default program to open PDFs on your computer.
  3. Complete the form, save the data, and close it. Then open again to see if the input data is there.

If PDF forms do not open in the latest versions of Firefox and Chrome, click here for the solution.

The application forms are dynamic and will change depending on how you answer the questions.  Please complete all mandatory fields that are marked with an asterisk (*).  Once the application is successfully processed, the official documents and will be sent by email to the official email address provided on the form and to the contact person specified.  The company key, if applicable will only be sent to the official email address.

Signed application copies of any articles to be filed should be kept with your records.  They are not required for electronic submission.

Some fields within the forms have character limits which may not accept the full text required (for example, share provisions).  If the text content does not fit please provide a separate document attached and mark the field as ‘See Attached’.  Attachments are preferred in MS Word format, PDF attachments are only acceptable as the required schedules for articles of amalgamation.

If the form requires a Primary Activity (or NAICS) code or you are amending and existing entity that does not have a code on record, it must be provided.   It is a 2 to 6 digit number based on the main activity of the business.  For more information and to search for your code on NAICS code visit NAICS link.

For articles applications requiring a NUANS, only the details of the report are required. The report can be kept at the corporations registered office.

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