To date, Corporations Canada has processed approximately 500 continuances. This number is much lower than the number of continuances anticipated by Corporations Canada and the legal industry. Of these 500 continuances, more than 40% of the applications were returned to the applicant because of deficiencies.
Corporations Canada has provided, on its website, a list of the Corporations Canada - Top Ten Deficiencies. Over several blogs, I will discuss each deficiency in more detail. This blog deals with General Deficiencies and Deficiencies #1 and #2.
- Many applications are missing required documents. The following documents must be filed in the continuance package: Form 4031 – Articles of Continuance (transition); Form 4002 – Initial Registered Office Address and First Board of Directors; and NUANS Name Search Report, if the name of the corporation is changing.
- Many mandatory article provisions are not included on Form 4031 and 4002. Review Corporations Canada’s Corporations Canada's Checklist for Continuance Documents available at for instructions on filling out the forms.
Deficiencies #1 and #2: Current Name of the Corporation and Changing the Current Name.
When filling out the name of your corporation, set out the corporation’s full legal name (hint – this is the name set out in the corporation’s Letters Patent or Supplementary Letters Patent). If you can’t find your LP, check out Corporations Canada’s corporate registry for the Corporations Canada's Corporate Registry - Full Legal Name. If your organization has an English and a French legal name, set out both names on the Form. Make sure each part of the name is copied verbatim onto the Form.
If any part of the name is being changed, a NUANs search will be required as part of the continuance package. Please note that just because a NUANS search shows that the proposed name is not being used does not mean that Corporations Canada will accept the name automatically. In fact, Corporations Canada has become increasingly picky when approving new names. Be aware of this, as getting a new name approved may add more time, effort, and cost (e.g. legal costs) to your continuance process.