180 (1) A body corporate may apply to the Director for a certificate of continuance if, (a)  it is incorporated or continued under the laws of any jurisdiction other than Ontario and the laws of the jurisdiction under which it was incorporated or continued authorize it to make the application; or (b)  it is a body corporate that is a social company within the meaning of the Corporations Act and, (i)  the shareholders, by special resolution, authorize the directors of the body corporate to apply to the Director for a certificate of continuance under this Act, or (ii)  the body corporate has obtained a court order described in subsection 2.1 (7) of the Corporations Act.  2017, c. 20, Sched. 6, s. 18 (1). Note: On the 25th anniversary of the day subsection 3 (1) of Schedule 7 to the Cutting Unnecessary Red Tape Act, 2017 comes into force, clause 180 (1) (b) of the Act is repealed and the following substituted: (See: 2017, c. 20, Sched. 6, s. 18 (2)) (b)  it is a body corporate that is a social company within the meaning of the Corporations Act and the shareholders, by special resolution, authorize the directors of the body corporate to apply to the Director for a certificate of continuance under this Act. Same (2) Articles of continuance and any other required documents and information shall be sent to the Director.  2017, c. 20, Sched. 6, s. 18 (1). Amendments to original articles (3) The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent, supplementary letters patent, a special Act and any other instrument by which the body corporate was incorporated and any amendments thereto necessary to make the articles of continuance conform to this Act, and may make such other amendments as would be permitted under this Act if the body corporate were incorporated under this Act, provided that at least the same shareholder approval has been obtained for such other amendments as would have been required under this Part if the body corporate were incorporated under this Act.  R.S.O. 1990, c. B.16, s. 180 (3); 2017, c. 20, Sched. 6, s. 18 (3). Endorsement of certificate of continuance (4) Upon receipt of articles of continuance and any other required documents and information, the Director may, on the terms and subject to the limitations and conditions that the Director considers proper, endorse the articles, in accordance with section 273, with a certificate which shall constitute the certificate of continuance. 2017, c. 20, Sched. 6, s. 18 (4). Effect of certificate (5) Upon the articles of continuance becoming effective, (a)  the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act; (b)  the articles of continuance are deemed to be the articles of incorporation of the continued corporation; and (c)  except for the purposes of subsection 117 (1), the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation.  R.S.O. 1990, c. B.16, s. 180 (5). Notification of continuance (6) In the case of a body corporate described in clause (1) (a), the Director may notify the appropriate official or public body, in the jurisdiction in which continuance under this Act was authorized, that the certificate of continuance has been issued. 2017, c. 20, Sched. 6, s. 18 (4). Rights, liabilities, etc., preserved (7) When a body corporate is continued as a corporation under this Act, (a)  the corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of the body corporate; (b)  a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation; and (c)  the corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the body corporate.  R.S.O. 1990, c. B.16, s. 180 (7). Shares issued before body corporate continued under this Act (8) A share of a body corporate issued before the body corporate was continued under this Act shall be deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance, irrespective that the share is not fully paid and of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share, and continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.  R.S.O. 1990, c. B.16, s. 180 (8); 2006, c. 8, s. 121. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 121 - 01/01/2007 2017, c. 20, Sched. 6, s. 18 (1, 3, 4) - 19/10/2021; 2017, c. 20, Sched. 6, s. 18 (2) - not in force CTS 01 OC 18 - 1