Continue a Foreign Legal Person in Québec

“Continuance” refers to the act of continuing, without interruption, the existence of a legal person constituted pursuant to a given law under the provisions of another law.

A legal person constituted under a law other than a law of Québec may, if that law so permits, continue its existence under the Business Corporations Act.

Such a legal person is not required to be registered in the enterprise register. However, the legal person must verify whether it is registered or not, as the documents it must file to request continuance under the Business Corporations Act may vary accordingly.

To continue the existence of a foreign legal person as a corporation under the Business Corporations Act, you must complete the following steps.

Choose the name of a business corporation

You may keep the current name of the legal person to which the continuance applies, propose a new name or apply for a designating number in lieu of a name.
If you propose a name, you must make sure that the name you have chosen is compliant with laws and regulations. For more information, see Definition and Rules Applicable to the Name of an Enterprise or the guide: Les noms d’entreprises au (IN-531) . (in French only)

You must also verify whether the name you have chosen is not already used by another enterprise in Québec. Before submitting your application, you can carry out a free search and verification of the name you wish to use at the Find an enterprise  (in French only) online service.

If you believe that the name you have chosen is compliant with laws and regulations, and that it is not used by another enterprise in Québec, you can request a name reservation with the Registraire des entreprises using the online service Produire une demande de réservation de nom  (in French only). Fees are applicable to all requests for a name reservation. The name is reserved for 90 days. Name reservation is optional.

Produce articles of continuance

If the enterprise is registered

A legal person registered in the register that wishes to continue its existence under the Business Corporations Act must produce the following documents:

• The articles of continuance as a corporation governed by the Business Corporations Act of a legal person constituted under a law other than a law of Québec
• The declaration concerning the name selected
• The other jurisdiction's authorization of the continuance

To continue the existence of a legal person as a corporation governed by the Business Corporations Act, you must file articles of continuance of a legal person constituted under a law other than a Québec law – Registered enterprise. This service is available in My Office, under Gestion de l’entreprise.

Go to My Office

If the enterprise is not registered in Québec

A legal person not registered in the enterprise register that wishes to continue its existence under the Business Corporations Act must file one of the following documents:

• The articles of continuance as a corporation governed by the Business Corporations Act of a legal person constituted under a law other than a law of Québec with the notice establishing the address of the head office and the list of directors, or
• The articles of continuance as a corporation governed by the Business Corporations Act of a legal person constituted under a law other than a law of Québec with the initial declaration

The legal person must also file the following documents:

• The declaration concerning the name selected
• The other jurisdiction's authorization of the continuance

To continue the existence of a legal person as a corporation under the Business Corporations Act, you must use one of the following services:

• Produire des statuts de continuation d’une personne morale constituée en vertu d’une loi autre qu’une loi du Québec – Entreprise non immatriculée, avec l’avis établissant l’adresse du siège et la liste des administrateurs   (in French only)
• Produire des statuts de continuation d’une personne morale constituée en vertu d’une loi autre qu’une loi du Québec – Entreprise non immatriculée, avec la déclaration initiale  (in French only)

For the fees payable for the issuance of a certificate of continuance as part of a continuance application, depending on the legal form of the enterprise, consult the page Foreign Business Corporations or Legal Persons or Trusts Operating a Commercial Enterprise – Fees (in French only).

Making a payment

A fee is charged for filing articles of continuance. You may be offered priority service for an additional fee; this fee can be paid by credit card at the very end of the application, at the Accusé de réception stage.

If you choose another payment method, you will need Acrobat Reader to print out a payment slip. You will need to enclose this slip with your cheque or money order or present it when you pay in person at a Services Québec office.

Please note that your application will be processed only after payment has been received, and that payment must be received by the Registraire des entreprises within 10 working days of transmitting the application.

Once the Registraire des entreprises has received your documents, it will register the date of receipt, review the application, analyze the conformity of the proposed name and ensure compliance with the formalities required by law. If the application is complete and in order, and the required fees have been paid, the Registrar issues a certificate of continuance and assigns a date to it. A copy of the articles and the certificate of continuance is then sent to the legal person or its representative. In addition, a copy of the certificate is sent to the legislative authority that governed the legal person prior to the continuation.

A legal person that continues its existence under the Business Corporations Act by filing articles of continuance, together with a notice establishing the address of the head office and list of directors, must file the initial declaration within 60 days of registration of the business corporation. The enterprise is liable to penal and administrative sanctions if it does not file the initial declaration when required.