Corporations Canada

Steps to Follow for an Export Transaction

Policy Statement 9.4
March 22, 2010

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This policy is intended only as a guide; it does not replace or take precedence over the CBCA.

The purpose of this policy is to help you obtain approval to "export" your corporation either to another federal statute or to the statute of another jurisdiction. This will result in your corporation being removed from the jurisdiction of the Canada Business Corporations Act (CBCA ). Corporations may be exported to another federal corporate statute; to a corporate statute of a Canadian province; or to the corporate statute of another country. The procedure varies slightly depending on the statute or jurisdiction. More information on export transactions is available in the "Export Policy" on the Corporations Canada website.

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Non-Federal Jurisdiction (i.e., to a Canadian province or another country)

In order for a CBCA corporation to be exported to a non-federal jurisdiction, whether a Canadian province or another country, you must follow a three-step process:

  1. You must obtain a Letter of Satisfaction from Corporations Canada that you will then submit to the authority of the importing jurisdiction (see subsection 188(1) of the CBCA ) together with any continuance documents that may be required under the importing jurisdiction's laws. This letter states that the Director appointed under the CBCA is satisfied that the continuance will not adversely affect creditors or shareholders of the corporation. The Letter of Satisfaction is valid for 90 days.
  2. If the authorities at the importing jurisdiction accept your application for continuance, they will issue you some kind of documentation (e.g. , Certificate of Continuance) indicating that your corporation is duly continued under that legislation (i.e. , as if it had been incorporated in that jurisdiction).
  3. Finally, you must then give evidence of this continuance to the Director (i.e. , a copy of the documentation issued by the importing jurisdiction), in order for the Director to issue a Certificate of Discontinuance (see subsection 188(7) of the CBCA ). This completes the export process. If a certificate of discontinuance is not issued, the corporation continues to be governed by the CBCA .

Letters of Satisfaction

Letters of Satisfaction are issued at the discretion of the Director. The principal concerns of the Director regarding an export transaction are whether:

  • the export is legally possible;
  • the export has been duly authorized by the corporation;
  • the export will not adversely affect creditors or shareholders of the corporation; and
  • the corporation wishing to export is in good standing under the CBCA (e.g. , the corporation is up to date with filings of annual returns and financial statements, if applicable, and it is not the subject of a current investigation for non-compliance).

Unless the Director receives a complaint from a person who claims to be adversely affected or oppressed by the transaction, a Letter of Satisfaction will normally be issued upon receipt of your written request accompanied by the following documents, as applicable:

  1. If the corporation intends to export to the corporate law statute of one of the provinces or territories listed below, a representative of the corporation must send a letter to the Director stating that a special resolution of the shareholders authorizing the export has been passed as required by subsection 188(5) of the CBCA :
    • Alberta
    • British Columbia
    • Manitoba
    • New Brunswick
    • Nova Scotia
    • Ontario
    • Saskatchewan
    • Newfoundland and Labrador
    • Yukon
  2. For other Canadian provinces or another country, the Director must receive:
    1. a copy of the relevant continuance provisions of the legislation of the importing jurisdiction;
    2. an opinion from counsel qualified to provide opinions on the law of the importing jurisdiction that the law of that jurisdiction:
      • permits import of a CBCA corporation, and
      • provides for the rights set out in subsection 188(10) of the CBCA ;
    3. an affidavit of an authorized director or officer stating that:
      • shareholders have been given full disclosure of the effect of export on their rights and interests;
      • the export has been authorized by special resolution of the shareholders of the corporation, and
      • shareholders and creditors will not be adversely affected; and
    4. if there are any dissenters, a statement of a director or officer that the corporation:
      • will undertake to honour the dissent right granted by section 190 and, if necessary, turn to the Canadian courts for that purpose, and
      • has sufficient funds to pay dissenting shareholders and that arrangements have been made to ensure that those funds will be available to satisfy that claim.

The filing fee for a Letter of Satisfaction is $200.00, payable to the Receiver General for Canada.

Obtaining a Certificate of Discontinuance

If the authority of the importing jurisdiction accepts your application for continuance, they will issue you a document (e.g. , a Certificate of Continuance) as proof that the corporation has been continued into their (importing) jurisdiction. You must then submit a copy of the document to the Director who in turn will issue a Certificate of Discontinuance.

Please note that certain jurisdictions will send a copy of the document certifying continuance directly to the Director. However, the onus is on you to ensure that the Director receives confirmation of the continuance by one means or another.

Upon receiving such document or notice, the Director will issue a Certificate of Discontinuance dated retroactively to the effective date of the importing jurisdiction's Certificate of Continuance. The CBCA ceases to apply to the corporation as of that date.

There is no fee for the issuance of a Certificate of Discontinuance.

A notice of the discontinuance will be published on our website in the section "Corporations Canada's Monthly Transactions."

Related Information

Bank Act, Insurance Companies Act and Trust and Loan Companies Act

The Bank Act, the Insurance Companies Act and the Trust and Loan Companies Act, are administered by the Office of the Superintendent of Financial Institutions Canada (OSFI ). If a corporation wishes to export to any of these statutes, there is a five-step process:

  1. The shareholders of the corporation must authorize the export in a special resolution.

  2. An application for continuance must be made directly to OSFI at:

    Office of the Superintendent of Financial Institutions Canada
    Kent Square
    255 Albert Street
    Ottawa, Ontario K1A 0H2
    Tel.: 613-990-7788
    Toll free: 1-800-358-3980
    Fax: 613-952-8219

  3. OSFI will provide notice of the application to the Director under the CBCA . This will permit the Director to bring any matter the Director considers relevant or important to the attention of OSFI before the continuance is approved.
  4. If the application is satisfactory, OSFI will issue Letters Patent of Continuance and send a copy of them to the Director, indicating that a continuance under OSFI legislation occurred on a specific date.
  5. Upon receipt of the OSFI documents, the Director will file the notice and issue a Certificate of Discontinuance to the CBCA corporation, dated the effective date of the continuance.

A notice of the discontinuance will be published on our website in the section "Corporations Canada's Monthly Transactions".


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Canada Cooperatives Act

If a corporation wishes to export to the Canada Cooperatives Act (Co-op Act), there is a three-step process:

  1. The shareholders of the corporation must authorize the export in a special resolution.
  2. An application for continuance under the Co-op Act must be made directly to the Director under the Co-op Act, who is also the Director under the CBCA . More information on continuance under the Co-op Act is available in the "Canada Cooperatives Act Continuance Policy".
  3. If the application is satisfactory, the Director will issue a Certificate of Continuance under the Co-op Act dated the effective date of the continuance. A copy of the certificate will be sent to the applicant.

A notice of the continuance under the Co-op Act and the discontinuance from the CBCA will be published on our website in the section "Corporations Canada's Monthly Transactions".

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Additional information and how to reach Corporations Canada

For additional information on Corporations Canada's products and services, please visit the Corporations Canada website or call our toll free number 1-866-333-5556.

You can also contact Corporations Canada at:

Client Services Section
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
Ottawa, Ontario K1A 0C8
Toll free: 1-866-333-5556
Fax: 613-941-0601
Corporations Canada website

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