Canada Business Corporations Act

Marginal note:Continuance (import)

• 187 (1) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Director for a certificate of continuance.

• Marginal note:Amendments in articles of continuance

  (2) A body corporate that applies for continuance under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment to its Act of incorporation, articles, letters patent or memorandum or articles of association if the amendment is an amendment a corporation incorporated under this Act may make to its articles.

• Marginal note:Articles of continuance

  (3) Articles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 19 and 106.

• Marginal note:Certificate of continuance

  (4) On receipt of articles of continuance, the Director shall issue a certificate of continuance in accordance with section 262.

• Marginal note:Effect of certificate

  (5) On the date shown in the certificate of continuance

  • (a) the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act;

  • (b) the articles of continuance are deemed to be the articles of incorporation of the continued corporation; and

  • (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation.

• Marginal note:Copy of certificate

  (6) The Director shall forthwith send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized.

• Marginal note:Rights preserved

  (7) When a body corporate is continued as a corporation under this Act,

  • (a) the property of the body corporate continues to be the property of the corporation;

  • (b) the corporation continues to be liable for the obligations of the body corporate;

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

  • (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the corporation; and

  • (e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation.

• Marginal note:Issued shares

  (8) Subject to subsection 49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share; and continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.

• Marginal note:Exception in case of convertible shares

  (9) Where a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation may, if a holder of such a share certificate exercises the conversion privilege attached thereto, issue a share certificate in bearer form for the same number of shares to the holder.

• Definition of share

  (10) For the purposes of subsections (8) and (9), share includes an instrument referred to in subsection 29(1), a share warrant as defined in the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or a like instrument.

• Marginal note:Where continued reference to par value shares permissible

  (11) Where the Director determines, on the application of a body corporate, that it is not practicable to change a reference to the nominal or par value of shares of a class or series that the body corporate was authorized to issue before it was continued under this Act, the Director may, notwithstanding subsection 24(1), permit the body corporate to continue to refer in its articles to those shares, whether issued or unissued, as shares having a nominal or par value.

• Marginal note:Limitation

  (12) A corporation shall set out in its articles the maximum number of shares of a class or series referred to in subsection (11) and may not amend its articles to increase that maximum number of shares or to change the nominal or par value of those shares.