Articles of Discontinuance (Export) in Alberta
Complete guide to moving your Alberta corporation to another jurisdiction through continuance out - preserving your corporate identity while changing governing law
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 Discontinuance (Export) in Alberta is the legal filing to officially remove an Alberta company from Alberta's jurisdiction so it can continue as a corporation under another province's or country's laws.
What and Why
"Articles of Discontinuance (Export)" (called a continuance out of Alberta under the law) is used when an Alberta-incorporated company decides to move its incorporation to a different jurisdiction (e.g. another province or the federal level) without starting a new company.
Instead of dissolving the Alberta company and incorporating again elsewhere, a continuance preserves the same corporate entity and its history – the company keeps its existing name, assets, liabilities, contracts, and tax accounts – but thereafter is governed by the new jurisdiction's corporate legislation.
When and Who
A continuance (export) is typically undertaken when a corporation's directors and shareholders have decided that continuing under another jurisdiction's Business Corporations Act is in the company's best interest. The process must be approved by the shareholders of the corporation by special resolution (usually a two-thirds majority vote) because it is a fundamental change to the company.
Key Conditions
The Alberta Business Corporations Act (ABCA) sets two main pre-conditions: (1) The move must be authorized by a special resolution of shareholders, and (2) the Alberta Registrar must consent, being satisfied that the continuance will not adversely affect shareholders or creditors.
Step-by-Step Discontinuance Checklist
To discontinue an Alberta corporation (export continuance), complete the following steps:
Obtain Shareholder Approval
Prepare and pass a special resolution of shareholders authorizing the continuance to the specified new jurisdiction. Each share class must usually approve separately. Dissenting shareholders are entitled to be bought out under ABCA's rights.
Important: Record this decision in meeting minutes or a written resolution and, if required, notify any stakeholders (e.g. creditors) of the intent to move.
Obtain Alberta Registrar's Consent
Request a Letter of Continuance Out of Alberta (also called a letter of satisfaction) from Alberta Corporate Registry. There is no fill-in form for this; you must write a formal request letter on the company's letterhead, addressed to the Alberta Registrar of Corporations.
Letter Must Include:
- • Corporate name and Alberta registration number
- • The jurisdiction you plan to continue into
- • Name and title of the authorizing person
- • Statement that no shareholders or creditors will be adversely affected
File Continuance in New Jurisdiction
With Alberta's consent letter in hand, apply to continue the corporation under the new jurisdiction's laws. This involves preparing and filing Articles of Continuance (or an equivalent continuance application) to the new jurisdiction's corporate registry.
Remember: Every jurisdiction has its own forms and fees for a continuance. Attach the Alberta consent letter to your application as most jurisdictions require proof Alberta has no objection.
Submit Proof to Alberta for Discontinuance
Return to the Alberta registry agent with the new jurisdiction's Certificate of Continuance. The final step is to notify Alberta's Corporate Registry that the continuance has been completed elsewhere, by filing the certificate and a covering notice/request to discontinue.
Final Step: Alberta Corporate Registry will then issue a Certificate of Discontinuance, officially removing the company from the Alberta register and marking the effective date that the ABCA ceases to apply.
Complete Post-Continuance Filings
After the above, the corporation is now governed by the new jurisdiction's law. If the company will continue to carry on business in Alberta (for example, still operating or having an office in Alberta), you must register it as an extra-provincial corporation in Alberta to legally do business here.
Good News: There is no fee for extra-provincial registration under the New West Partnership Trade Agreement for BC, Saskatchewan, or Manitoba, and Alberta also doesn't charge for extra-provincial registration from most other Canadian jurisdictions.
Regulator Contact
Alberta Corporate Registry (Service Alberta)
Phone: 780-427-7013
Email: cr@gov.ab.ca
Note: Filings must be processed via licensed service providers (registry agents)
Key Legal Basis
Alberta Business Corporations Act (ABCA) - Section 189
Section 189 of the ABCA governs continuances out of Alberta. It authorizes an Alberta corporation to apply for continuance under another jurisdiction's laws if and only if the move is approved by a special resolution of shareholders and the Registrar is satisfied that no shareholders or creditors will be adversely affected.
Key Requirements: The other jurisdiction's laws must provide for continuity of the corporation's obligations – essentially, the new law must recognize that the corporation remains the same entity (retaining its assets, liabilities, and rights) after continuance.
Official Forms and Process
Alberta does not prescribe a specific "Articles of Discontinuance" form – instead, a written request by the corporation and the new jurisdiction's continuance certificate serve as the filing documents.
In the new jurisdiction, the official form will generally be called Articles of Continuance (or a Continuation Application). For example:
- • Federal jurisdiction: Form 11 – Articles of Continuance (import) under the CBCA
- • British Columbia: Continuation Application (Form 16) under the BC Business Corporations Act
- • Ontario: Articles of Continuance under the Ontario Business Corporations Act
Shareholder Dissent Rights
Because a continuance out is a fundamental change, shareholder dissent rights are available under ABCA Section 191. This means shareholders who vote against the discontinuance can demand the fair value of their shares to be bought out by the company.
Frequently Asked Questions
When should a company use Articles of Discontinuance (export) in Alberta?
This filing is used when an Alberta corporation intends to relocate its incorporation to another jurisdiction. Common scenarios include: the company is amalgamating with a company in another province; the company seeks to take advantage of another province's tax or regulatory environment; or the company is preparing for an expansion/reorganization that makes a different home jurisdiction more sensible. It allows the company to move jurisdictions without interruption to its business or legal identity. By contrast, if a company simply ceases operations entirely, dissolution (not continuance) would be the appropriate filing.
What approvals or documents are required to discontinue an Alberta corporation?
The two critical approvals are shareholders' approval and Alberta Registrar approval. The shareholders must pass a special resolution (at least 2/3 majority) authorizing the continuance out of Alberta. Once that is obtained, the company submits a request to Alberta Corporate Registry for consent. Alberta requires a formal letter (authorization) from the corporation confirming the move will not harm shareholders or creditors, and confirming the target jurisdiction. Key documents are: the shareholders' special resolution, the Alberta consent (letter of continuance) from the Registrar, the new jurisdiction's Articles of Continuance filing, and the new jurisdiction's Certificate of Continuance (plus the final Alberta discontinuance certificate).
How much does it cost to export a corporation from Alberta?
Alberta Corporate Registry does not charge a government filing fee for a continuance out of Alberta. The only direct cost in Alberta is the service fee of the registry agent who submits your request (these agents typically charge around $30–$50 for handling a continuance-out). However, you will need to pay the filing fee in the new jurisdiction to continue the corporation there. Those fees vary: for example, federal Corporations Canada currently charges $200 for a continuance into the CBCA, while Ontario's fee is $330, and British Columbia charges around $350. Overall, the majority of the cost is usually in the new jurisdiction's filing fee and any professional service fees, not in Alberta's end.
How long does it take to complete a continuance out of Alberta?
The timeline can vary, but expect a few weeks for the entire process in most cases. Alberta's portion – issuing the consent letter – is relatively quick (often 1–5 business days via a registry agent, assuming the company's records are up to date). The longest part is usually obtaining the Certificate of Continuance from the new jurisdiction, which depends on that jurisdiction's processing times and requirements. Many companies complete the export within 1 month or less from start to finish. Some Alberta registry service providers advertise about 4 weeks as the typical turnaround for a continuance transaction. Remember, your Alberta corporation remains active under Alberta law until the discontinuance is issued.
After continuance, can the company still do business in Alberta (and how)?
Yes, it can – but it will no longer be an "Alberta corporation." After continuance out, the company becomes governed by the new jurisdiction's law, and from Alberta's perspective it is now an extra-provincial company. If you plan to carry on business in Alberta, you must register as an extra-provincial corporation in Alberta. This is generally a simple notification filing since Alberta participates in inter-provincial agreements. For example, if an Alberta company continues into BC, the BC registry will automatically notify Alberta so that the company can be "rolled over" to an extra-provincial registration in Alberta. Once registered, the corporation can legally operate in Alberta just as before – the only difference is that its "home" jurisdiction is now elsewhere.
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.
Related Alberta Compliance Guides
Articles of Continuance (Import) in Alberta
Complete guide to domesticating a corporation into Alberta through continuance from another jurisdiction.
Extra-Provincial Registration in Alberta
Complete guide for out-of-province corporations to register and operate legally in Alberta.
Articles of Incorporation in Alberta
Complete guide to filing Articles of Incorporation with Alberta Corporate Registry to create a corporation.
Alberta Annual Return Requirements
Comprehensive guide to filing annual returns for Alberta corporations, including deadlines and fees.