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Continuance (export) of a corporation to the Bank Act, the Insurance Companies Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act

Learn how to prepare a request to continue (export) a corporation governed by the Canada Business Corporations Act or the Canada Not-for-profit Corporations Act.

Step 1 – Obtain approval of the continuance

Shareholders or members' approval is required to continue a business or a not-for-profit corporation to one of the legislation administered by the Office of the Superintendent of Financial Institutions (OSFI).

Each share or membership in the corporation, whether or not it has such rights, has the right to vote in respect of a continuance. At least two-thirds of the votes cast at a meeting must approve the continuance.

Find the information that needs to be included in the notice and disclosure materials in step 1 of Policy on continuance (export) of:

Step 2 – Send the continuance application to the Office of the Superintendent of Financial Institutions (OSFI)

The Bank ActInsurance Companies Act, the Trust and Loan Companies Act and the Cooperative Credit Associations Act are administered by the OSFI. Therefore, the continuance application must be sent to them. You will find information related to the continuance application on the OSFI's website.

The OSFI may require that you obtain a Letter of Satisfaction from Corporations Canada.

How to get a Letter of Satisfaction

You must file your application by sending a written request to Corporations Canada at ic.corporationscanada.ic@ised-isde.gc.ca. There is no fee.

In your application, include the following:

If the OSFI approves the application for continuance, it will issue continuance letters patent stating that the corporation is duly continued under the importing legislation as if it had been incorporated under it.

Step 3 – Send a copy of the continuance letters patent to Corporations Canada

The corporation must send a copy of the continuance letters patent to Corporations Canada by email or mail. Upon receipt of the document:

Caution

The corporation must obtain a Certificate of Discontinuance for the continuance to be complete.  Until Corporations Canada issues the Certificate of Discontinuance, the corporation will continue to be governed by the CBCA or NFP Act, as applicable, even though it is also governed by the importing legislation.

Complaints and appeals - on export transactions

Anyone wishing to register a complaint with Corporations Canada asking for intervention in an export transaction, see Complaints and appeals - Export transactions.

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