Is It Possible to Convert a Letters Patent to Articles of Incorporation in Ontario?

Yes, it is possible to convert a corporation established by letters patent to articles of incorporation in Ontario. This process is known as “continuance.” Continuance involves transferring the corporation from one jurisdiction’s corporate statute to another, allowing it to operate under the rules and regulations of the new statute. In Ontario, this means moving from the Corporations Act (which governs letters patent corporations) to the Ontario Business Corporations Act (OBCA) or the Canada Not-for-Profit Corporations Act (CNCA) if it’s a non-profit corporation.

Here’s a detailed guide on how to convert a letters patent to articles of incorporation in Ontario:

1. Understand the Process and Requirements

A. Legal Framework:

  • For-profit corporations initially created under letters patent in Ontario can be continued under the OBCA.
  • Non-profit corporations can be continued under the CNCA.

B. Compliance:

  • Ensure that your corporation complies with all current requirements under its existing governing statute before initiating the continuance process.

2. Prepare for Continuance

A. Corporate Review:

  • Review your corporation’s letters patent, supplementary letters patent, and bylaws to ensure they are up-to-date and compliant with the current law.
  • Prepare new articles of incorporation that meet the requirements of the OBCA or CNCA.

B. Board Approval:

  • Obtain approval from your board of directors to proceed with the continuance. This typically involves passing a resolution authorizing the process.

C. Member Approval (if applicable):

  • For non-profit corporations, obtain approval from the members (if required by your current bylaws). This often requires a special resolution passed by a specified majority of members.

3. Draft Articles of Incorporation

A. For OBCA:

  • Prepare articles of incorporation using Form 1 under the OBCA.
  • Include necessary information such as the corporation’s name, registered office address, share structure, and any restrictions on business activities.

B. For CNCA:

  • Prepare articles of continuance using Form 4031 under the CNCA.
  • Include details such as the corporation’s name, purposes, classes of membership, and any special provisions.

4. Submit Application for Continuance

A. Application to the Director:

  • Submit an application for continuance to the appropriate government body (ServiceOntario for OBCA, Corporations Canada for CNCA).
  • Include the following documents:
    • Articles of incorporation or continuance.
    • A copy of the resolution approving the continuance.
    • Any other required supporting documents (e.g., affidavits, financial statements).

B. Filing Fee:

  • Pay the applicable filing fee. The fee varies depending on whether you are applying under the OBCA or CNCA.

5. Address Regulatory and Compliance Matters

A. Update Corporate Records:

  • Update your corporate records to reflect the change in governing statute and any new bylaws adopted as part of the continuance process.

B. Notify Stakeholders:

  • Inform relevant stakeholders, such as shareholders, members, employees, and creditors, about the change in the corporation’s legal status and governing statute.

C. Amend Contracts and Agreements:

  • Review and amend existing contracts and agreements to reflect the corporation’s new governing statute and ensure compliance with the new legal framework.

6. Post-Continuance Requirements

A. Annual Filings:

  • Ensure compliance with ongoing annual filing requirements under the OBCA or CNCA, such as filing annual returns and maintaining updated corporate records.

B. Governance Adjustments:

  • Adjust your governance practices to align with the requirements of the new statute, including any new director or member obligations.

Contact Falcon Law PC

For expert legal assistance with converting your letters patent to articles of incorporation in Ontario, contact Falcon Law PC. Our experienced lawyers can guide you through the continuance process, ensuring compliance with all legal requirements. Reach us at 1-877-892-7778 or info@falconlawyers.ca.


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