Canada Business Corporations Act

Marginal note:Continuance — other jurisdictions

• 188 (1) Subject to subsection (10), a corporation may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction if the corporation

  • (a) is authorized by the shareholders in accordance with this section to make the application; and

  • (b) establishes to the satisfaction of the Director that its proposed continuance in the other jurisdiction will not adversely affect creditors or shareholders of the corporation.

• Marginal note:Continuance — other federal Acts

  (2) A corporation that is authorized by the shareholders in accordance with this section may apply to the appropriate Minister for its continuance under the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act.

• (2.1) [Repealed, 2001, c. 14, s. 92]

• Marginal note:Notice of meeting

  (3) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a discontinuance under this Act.

• Marginal note:Right to vote

  (4) Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.

• Marginal note:Shareholder approval

  (5) An application for continuance becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution.

• Marginal note:Termination

  (6) The directors of a corporation may, if authorized by the shareholders at the time of approving an application for continuance under this section, abandon the application without further approval of the shareholders.

• Marginal note:Discontinuance

  (7) On receipt of a notice satisfactory to the Director that the corporation has been continued under the laws of another jurisdiction or under one of the Acts referred to in subsection (2.1), the Director shall file the notice and issue a certificate of discontinuance in accordance with section 262.

• Marginal note:Notice deemed to be articles

  (8) For the purposes of section 262, a notice referred to in subsection (7) is deemed to be articles that are in the form that the Director fixes.

• Marginal note:Rights preserved

  (9) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.

• Marginal note:Prohibition

  (10) A corporation shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that

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

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

  • (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 corporation may be continued to be prosecuted by or against the body corporate; and

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