Articles of Continuance (Import) in Alberta
Complete guide to domesticating a corporation into Alberta through continuance - transferring your company's legal home from another jurisdiction to Alberta
Good Standing AI is not a law firm and does not provide legal advice. The information in this Knowledge Base is for general informational purposes only and may not be accurate or up-to-date. You should verify any procedures with official sources and consult qualified legal professionals for guidance.
Overview
Articles of Continuance (Import), or domestication, in Alberta is the legal process of transferring an existing corporation from another jurisdiction into Alberta, effectively re-incorporating it under Alberta's Business Corporations Act as an Alberta corporation.
Continuing a corporation into Alberta (often called import continuance or domestication) is typically done when a business decides to relocate its legal home or take advantage of Alberta's corporate law and tax regime. Instead of incorporating a new company, the corporation continues its existence under Alberta law.
This requires compliance with both the original jurisdiction's rules and Alberta's statutes. Generally, the board of directors proposes the change and shareholders must approve by special resolution (e.g. a 2/3 majority vote) in the current jurisdiction before the continuance can proceed.
The original jurisdiction must also authorize the move – Alberta's Business Corporations Act (ABCA) allows an out-of-province corporation to continue into Alberta only "if so authorized by the laws" of the corporation's current jurisdiction. Once authorized, the corporation files Articles of Continuance in Alberta to obtain an Alberta Certificate of Continuance, after which it is governed as an Alberta corporation.
Key Point
There is no specific Alberta deadline to complete a continuance; however, if an extra-provincial corporation does change its jurisdiction to Alberta, it must notify Alberta's Corporate Registry within 30 days of the effective change.
Step-by-Step Continuance Checklist
Follow these essential steps to domesticate your corporation into Alberta:
Obtain Shareholder and Board Approvals
Ensure the corporation's directors and shareholders approve the continuance as required by the current jurisdiction's laws (most jurisdictions require a special resolution of shareholders for continuance). Prepare the necessary resolution documents and, if applicable, inform any dissenting shareholders of their rights under the current law.
Critical: This step must be completed before proceeding with any Alberta filings.
Reserve an Alberta Corporate Name (if needed)
If the corporation will use a new name in Alberta or if its current name is not already cleared in Alberta, obtain an Alberta NUANS name reservation report. The NUANS search must be less than 91 days old when you file.
Note: This step is not needed if continuing as a numbered company or if the existing name is already registered and acceptable in Alberta.
Obtain Authorization from Current Jurisdiction
Apply to the current home jurisdiction's corporate regulator for any required continuance consent (sometimes called a Letter of Satisfaction or Certificate of Discontinuance). Many jurisdictions (including federal Canada) require official permission before a corporation can leave.
Important: Secure this document, as it will often need to be submitted to Alberta's registry or kept on record.
Prepare the Alberta Continuance Documents
Complete the Articles of Continuance form for Alberta. The official form is Alberta Form REG3039 – Articles of Continuance. You will need to set out the corporation's name (as it will exist in Alberta), its share structure, any restrictions, minimum and maximum number of directors, etc.
Required Supporting Forms:
- • Notice of Alberta Address (registered office address within Alberta)
- • Notice of Directors
- • Notice of Agent for Service
File the Continuance with an Alberta Registry Agent
Submit the completed Articles of Continuance (Form REG3039) and all supporting forms to an authorized Alberta Registry service provider. In Alberta, incorporations and continuances cannot be filed directly with the government; they must be filed through licensed service providers.
Bring: Government-issued ID for the signing authority, NUANS report (if applicable), and original continuance consent letter from the previous jurisdiction
Pay the Required Fees
Pay the Alberta government filing fee and any service charges. The government fee for filing a continuance into Alberta is the same as Alberta's incorporation fee (currently $275 CAD).
Additional Costs: Registry agent service fees (often around $100–$200) and NUANS name report fee (approximately $30) if required
Verify Alberta Registration
Once the Certificate of Continuance is issued, the corporation is officially governed by the Alberta Business Corporations Act. The Alberta Corporate Registry will assign a new corporation number and register the company as an Alberta Domestic Corporation.
Going Forward: The corporation must comply with Alberta requirements (e.g. filing annual returns to Alberta, maintaining a registered office and records in Alberta).
Finalize Matters in the Former Jurisdiction
Notify the original jurisdiction that the continuance has been completed. Typically, the original jurisdiction will issue a Certificate of Discontinuance or similar document to formally note that the corporation has left that jurisdiction.
Don't Forget: If the corporation was extra-provincially registered in any other provinces, update those registrations to reflect the change of home jurisdiction.
Regulator Contact
Alberta Corporate Registry (Ministry of Service Alberta)
Phone: 780-427-7013 (toll-free 310-0000 within Alberta)
Email: cr@gov.ab.ca
Key Legal Basis
Alberta Business Corporations Act (RSA 2000, c. B-9), Section 188
This section authorizes the continuance of an extra-provincial corporation as an Alberta corporation. In particular, s.188(1) provides that an extra-provincial company may apply to continue under the ABCA if its current governing law permits it to do so.
Section 188 and related provisions set out the filing requirements (Articles of Continuance in the prescribed form, any supporting documents, etc.) and conditions (for example, the corporation's name must meet Alberta's naming rules, and certain classes of companies like some financial institutions may need special permission).
Alberta Business Corporations Act, Section 189 - Effect of Continuance
This section outlines the effect of continuance. Upon issuance of a Certificate of Continuance, the corporation is "continued" under Alberta law as if it had been incorporated there from inception.
- • Articles of continuance are deemed to be its articles of incorporation under the ABCA
- • Certificate of Continuance is deemed to be the corporation's Certificate of Incorporation in Alberta
- • The company's legal domicile is Alberta and the ABCA governs all its affairs
- • The corporation remains the same legal entity – existing obligations, assets, and liabilities carry on unchanged
Articles of Continuance – Alberta Form REG3039
This is the official form prescribed by Service Alberta to effect a continuance (import) under section 188. The form must be completed and filed, along with supporting notices of address, directors, etc., to convert the extra-provincial corporation into an Alberta corporation.
Once accepted, the Registrar of Corporations issues the Certificate of Continuance to finalize the domestication.
Frequently Asked Questions
How is continuance into Alberta different from extra-provincial registration?
Continuance actually moves the corporation's legal home to Alberta, changing its governing law. The corporation becomes an Alberta-incorporated company (while preserving its identity). In contrast, extra-provincial registration simply permits an out-of-province corporation to carry on business in Alberta as a foreign corporation – the company remains incorporated elsewhere. Domestication (continuance) is like transferring incorporation to Alberta, whereas extra-provincial registration is like getting a permission to operate in Alberta without changing where you're incorporated. After a continuance, the corporation no longer needs an extra-provincial license in Alberta (it is an Alberta company), but it will need to maintain any extra-provincial registrations in other provinces where it operates.
Do we need shareholder approval to domesticate a company into Alberta?
Yes. In practically all cases, the corporation's shareholders must approve a continuance via a special resolution (usually a super-majority vote). This requirement comes from the corporation's original jurisdiction law – for example, a federal (CBCA) corporation needs at least two-thirds of shareholder votes in favor of a continuance. Similarly, most provincial acts require shareholder approval before the company can apply to continue elsewhere. Therefore, before filing in Alberta, ensure you have obtained the necessary shareholder resolution and any other consents required by the current incorporating statute. Failing to obtain proper approval could invalidate the continuance.
How long does it take to complete a continuance into Alberta?
The Alberta filing itself is fast – once you submit the Articles of Continuance through an authorized registry agent, and assuming all documents are in order, the Alberta Corporate Registry can often issue the Certificate of Continuance on the same day or within 1 business day. The overall timeline, however, depends on preparatory steps. Obtaining the necessary authorization from your current jurisdiction can take several days or a few weeks, varying by jurisdiction. In summary, the domestication process can be done in as little as a few days once approvals are ready, but it's prudent to budget a few weeks for the end-to-end process including all preliminary approvals.
What if my corporation's name is already in use in Alberta?
If the corporation's legal name conflicts with an existing Alberta company name (or doesn't meet Alberta naming rules), you have a couple of options. One option is to change the corporate name as part of the continuance (i.e. adopt a new name that is available in Alberta, supported by a NUANS search). This would be reflected in the Articles of Continuance. Another option, if you prefer to keep your current name, is to register an assumed name (trade name) in Alberta for use. Alberta's Corporate Registry allows an extra-provincial corporation to operate under an assumed name if its real name isn't available – this involves filing a Notice of Assumed Name form. In either case, you must resolve any name issues before the continuance is accepted.
Can a foreign (non-Canadian) company continue into Alberta?
Yes, in principle. Alberta's law doesn't restrict continuances to Canadian corporations – any "extra-provincial corporation" can apply to continue into Alberta as long as its home jurisdiction's laws permit it. In practice, some U.S. states or foreign countries have no legal mechanism for continuance (domestication), or they may restrict it. If the foreign jurisdiction allows it (some U.S. states do have domestication statutes), the company can pursue an Alberta continuance similar to a Canadian corporation. You would need to obtain whatever authorization or documentation that foreign jurisdiction requires. If the foreign jurisdiction does not allow continuance, the alternative is typically to incorporate a new Alberta company and merge or transfer the business into it (which can be complex). It's recommended to get legal advice in both the foreign jurisdiction and Alberta for these cases.
Related Alberta Compliance Guides
Articles of Incorporation in Alberta
Complete guide to filing Articles of Incorporation with Alberta Corporate Registry to create a for-profit corporation.
Extra-Provincial Registration in Alberta
Complete guide for out-of-province corporations to register and operate legally in Alberta.
Change Registered Office Address
Complete guide to updating your corporation's registered office address with Alberta Corporate Registry.
Alberta Annual Return Requirements
Comprehensive guide to filing annual returns for Alberta corporations, including deadlines and fees.