Corporate Continuance Cost Calculator
Moving a corporation from one jurisdiction to another is two filings, not one. Work out the export fee, the import fee, the name clearance, the registrations that follow, and whether the change in annual upkeep ever pays the move back.
one-off cost to move
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What the Move Costs
| Item | Basis | Amount |
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Annual Upkeep, Before and After
| Recurring Item | Current Jurisdiction | Target Jurisdiction |
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Director Residency and Statutory Tests
| Test | What the Statute Requires | Your Position |
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Points That Decide This
What to Do Next
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Disclaimer: A continuance moves a corporation from one corporate statute to another without creating a new corporation and without interrupting its existence. It requires two filings: an authorization to continue out of the departing jurisdiction, and articles of continuance filed in the receiving jurisdiction. Under section 187 of the Canada Business Corporations Act a body corporate incorporated otherwise than under that Act may apply for a certificate of continuance, and under section 188 a CBCA corporation may be continued out with shareholder authorization. Section 118 of the Business Corporations Act (Ontario) permits a corporation incorporated elsewhere to apply for articles of continuance in Ontario. The Canada Business Corporations Act requires at least twenty-five per cent of directors to be resident Canadians, or at least one where there are fewer than four directors. Ontario removed its resident director requirement effective 5 July 2021, British Columbia has never imposed one, and Alberta removed its requirement in 2022. Government fees used here are estimates current when this page was built, specifically $330 for Ontario articles of continuance, $200 for federal articles of continuance filed online, $25 for a name search where required, $0 for the Ontario annual return and $12 for the federal annual return filed online. Fees and the treatment of export authorizations vary by jurisdiction and change without notice, so please confirm each figure with the relevant registry before you budget. A continuance does not itself create a deemed taxation year end for income tax purposes. This page is general information, not tax or legal advice.
A Continuance Is Not a New Corporation
This is the point worth settling first, because it changes how the whole exercise is treated. A continuance moves the corporation from one statute to another. The corporation itself carries on: same legal entity, same business number, same contracts, same assets, same history. Nothing is disposed of and nothing is acquired.
That distinguishes it from incorporating a new company and moving the business across, which is a disposition and needs a rollover to avoid tax. It also distinguishes it from an amalgamation, which does create a deemed year end. A continuance, on its own, does neither.
Because the entity survives, the accounting and tax position is largely untouched. No deemed year end arises, the fiscal period runs on, loss carryforwards are unaffected, and the CRA accounts continue. The work and the cost are almost entirely at the corporate registry level rather than the tax level.
Two Filings, Two Jurisdictions, In Order
The sequence is fixed and getting it backwards stalls the file.
- Authorization to continue out of the current jurisdiction. The shareholders authorize it by special resolution, and the departing registry issues the permission or its equivalent.
- Articles of continuance filed in the receiving jurisdiction, together with the name clearance and the supporting documents that jurisdiction requires.
- Notice back to the departing registry, which then records the corporation as discontinued in that jurisdiction.
The corporation is governed by the new statute from the date on the certificate of continuance, not from the date the resolution was passed. Until that certificate issues, the old statute still applies.
Dissenting shareholders have rights on a continuance. A move to another jurisdiction changes the law governing the shareholders’ relationship with the corporation, and a shareholder who opposes it can generally require the corporation to buy their shares at fair value. On a single-shareholder corporation this is academic. On a corporation with outside investors it is not, and it needs handling before the resolution rather than after.
Why Corporations Actually Move
The fee difference alone rarely justifies the exercise. The reasons that do tend to be structural.
| Reason | Usual Direction | Does It Justify the Move |
|---|---|---|
| Resident director requirement cannot be met | Federal out to Ontario or BC | Usually yes |
| Operations moved permanently to another province | Into the province of operation | Often yes |
| Buyer or investor requires a specific statute | Whatever the deal requires | Yes, it is a condition |
| Wanting name protection across Canada | Provincial out to federal | Sometimes |
| Saving the annual return fee | Federal out to Ontario | No, the payback is decades |
| Avoiding extra-provincial registration | Into the province of operation | Only where you operate in one province |
The Director Residency Rule Is the Real Driver
For foreign-owned corporations this is usually the whole reason. The Canada Business Corporations Act requires at least twenty-five per cent of the directors to be resident Canadians, and at least one where the board has fewer than four members. A wholly foreign-owned federal corporation therefore cannot be governed by its own people alone.
The provinces have moved away from that requirement. Ontario removed it in July 2021, British Columbia never had one, and Alberta removed its own in 2022. A foreign parent that incorporated federally before those changes is often carrying a nominee director purely to satisfy a rule it could step out from under.
| Jurisdiction | Resident Director Requirement | Annual Return Fee |
|---|---|---|
| Federal, CBCA | 25% of directors, minimum one | $12 filed online |
| Ontario | None since July 2021 | No separate fee |
| British Columbia | None | Annual report fee applies |
| Alberta | None since 2022 | Annual return fee applies |
Against the cost of a nominee director arrangement, a continuance out of the federal statute usually pays for itself in the first year. That is a genuinely different calculation from the one that compares a $12 annual return against a $330 filing fee, and it is the one worth running if a resident director is being carried for compliance reasons alone.
Extra-Provincial Registration Does Not Go Away
This is the most common misunderstanding about continuing into a province. Moving the corporation to Ontario does not remove the need to register in every other province where it carries on business. Registration follows where the corporation operates, not where it is incorporated.
A federal corporation operating in three provinces registers in three provinces. An Ontario corporation operating in the same three provinces registers in two of them, since Ontario is now its home jurisdiction, and still registers in the other two. The saving is one registration, not all of them.
| Situation | Registrations Needed | Effect of Continuing In |
|---|---|---|
| Operates in Ontario only, incorporated federally | Ontario registration | Removed by continuing into Ontario |
| Operates in Ontario and Alberta, incorporated federally | Both provinces | One removed, one remains |
| Operates in four provinces | All four | One removed, three remain |
| Operates nowhere yet | None | Nothing to remove |
What Does Not Change
- The business number and CRA program accounts, since the corporation is the same legal person throughout
- The fiscal year, which runs on uninterrupted with no deemed year end
- Loss carryforwards and tax attributes, which belong to a corporation that has not ceased to exist
- Contracts, leases and bank arrangements, which continue by operation of law, although counterparties often want notice
- Where corporate income is taxed, which follows permanent establishments under Regulation 400, not the jurisdiction of incorporation
- GST/HST registration, which attaches to the same entity
A continuance does not move your provincial corporate tax. Continuing into Alberta does not make an Ontario-operating corporation pay Alberta rates. Income is allocated between provinces by where the permanent establishments are, and the jurisdiction of incorporation has no part in that formula.
When Continuance Is Not Available
Both statutes have to permit it, and the departing registry has to be satisfied the corporation is in good standing. The usual blockers are practical rather than legal.
- Annual returns or filings in arrears in the departing jurisdiction, which must be brought current first
- The corporation has been dissolved, in which case revival comes first and is its own filing
- Outstanding registered security interests that the departing registry or a lender requires be addressed
- A name that is not available in the target jurisdiction, which forces either a new name or a numbered company
- Shareholder approval not obtainable, since a special resolution is required
What This Calculator Does Not Cover
- Legal fees for the resolutions and the shareholder process, which vary with the share structure
- Dissent and appraisal rights, where a shareholder opposes the move
- Revival of a dissolved corporation, which is a separate filing with its own fee
- Continuance into or out of Canada, which raises emigration and immigration tax questions this page does not touch
- Sector licences and registrations that may need updating after the certificate issues
- Provinces and territories beyond the four modelled here
If the reason for moving is a resident director requirement, price the continuance against what the nominee arrangement costs each year rather than against the registry fees. Our company registration service covers the export authorization, the articles of continuance, the name clearance and the extra-provincial registrations that follow.
Frequently Asked Questions
Common questions on changing a corporation’s jurisdiction in Canada.
Related Calculators and Guides
More tools for incorporation and corporate structure decisions.
Move It Once, and Register It Properly Afterwards
Send us the current articles, the share register and the list of provinces you operate in. We will confirm the move is available, handle the export authorization and the articles of continuance, and deal with the extra-provincial registrations on the other side.