Back-to-back requests – Federal corporations and cooperatives
Back-to-back requests are two or more related or associated requests that need to be processed in a specific order or timeline, but not necessarily on the same date. These types of requests can be made under the Canada Business Corporations Act (CBCA), the Canada Not-for-profit Corporations Act (NFP Act) or the Canada Cooperatives Act (Coop Act).
- a continuance, followed by an amalgamation involving the newly-continued corporation
- an amalgamation, followed by another amalgamation involving the newly-amalgamated corporation
- an amendment, followed by an amalgamation using the amended articles.
Methods of filing
For back-to-back requests, it is recommended that you provide Corporations Canada with all relevant documents in their final form either by email or courier (not through the Online Filing Centre). In your written correspondence, you should provide Corporations Canada with clear filing instructions about the requests, such as the order of processing and the desired effective dates for the certificates.
A corporation becomes active on the effective date that appears on a certificate. Normally, the effective date is the date on which all documents required to process a transaction, including the filing fee, are received by Corporations Canada. However, the effective date on the certificate can also be a future date if you request that date when you submit all the required documents and fees.
If a request, or series of requests, does not include all the required documents or the filing fee, it will be considered incomplete and returned to you. In such cases, the date of receipt of the incomplete request cannot be the effective date of the request.
Requests that involve multiple corporations
If a request involves multiple corporations, all the corporations must exist under the applicable legislation (CBCA, NFP Act or Coop Act) before a certificate can be issued. In the case of back‑to‑back transactions, a corporation in a later transaction may only come into existence after the completion of the earlier transaction (for example, a continuance or amalgamation must occur before the second transaction). The certificate and articles for the later transaction cannot be issued until all the earlier transactions are completed.
If a statutory declaration is required to process the second transaction and one of the corporations that does not yet exist when the required documents for all the transactions are provided, Corporations Canada will contact you and arrange to receive those statutory declarations when they become available. You are strongly encouraged to use the model statutory declaration to avoid issues with the statutory declarations become stale-dated.
Pre-approval of corporate names
If a name decision is part of your request, consider obtaining pre‑approval of the corporate name (see How to obtain a name) before submitting your documents and instructions to Corporations Canada. This can help you avoid unnecessary delays related to your corporate name.
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