Comerica Liability Transfer; Exchange Bank Continuance

Summary#

This Canada Gazette notice contains two bank filings.

• Comerica Bank says it will apply for approval to transfer its Canadian liabilities to Fifth Third Bank, National Association as part of a merger.
• Exchange Bank of Canada says it will apply to continue under the Canada Business Corporations Act.

Both plans need approval from the Minister of Finance and are not automatic.

What it does#

• Comerica Bank

  • Intends to apply on or after December 20, 2025 for approval under the Bank Act (Canada) to transfer all or substantially all of its liabilities in Canada to Fifth Third Bank, National Association.
  • Plans for Comerica to merge with and into Fifth Third so that, on closing, Comerica’s Canadian assets and liabilities would become those of Fifth Third.
  • Says closing depends on usual closing conditions and required consents under applicable law.
  • Allows people to object in writing to the Office of the Superintendent of Financial Institutions (Canada) at 255 Albert Street, 12th Floor, Ottawa, Ontario K1A 0H2.
  • Notice signed in Toronto on November 29, 2025; the publication does not guarantee approval.

• Exchange Bank of Canada

  • Intends to apply on or after January 6, 2026 for the Minister’s approval to seek a certificate of continuance under the Canada Business Corporations Act.
  • The bank’s board can withdraw the application before it is acted on, without needing further approval from its sole shareholder.
  • Notice signed in Toronto on December 13, 2025; the publication does not guarantee approval.

Who's affected#

• Customers, depositors and account holders of Comerica Bank in Canada who may eventually have their accounts held by Fifth Third if the transfer goes ahead.
• Creditors and debtors of Comerica Bank in Canada, since their contractual counterparty could become Fifth Third.
• Employees and suppliers of Comerica Bank in Canada could notice organizational changes depending on the merger terms.
• Shareholders, customers and employees of Exchange Bank of Canada if its corporate status changes under the Canada Business Corporations Act.
• The broader public interested in bank ownership and where legal responsibility for Canadian banking business rests.
  If it’s unclear how any specific person or contract would be affected, that will depend on the final approvals and the detailed terms of the transactions.

Why it matters#

• A successful transfer or merger would change which bank is legally responsible for Comerica’s Canadian business. That can affect where you send payments, who handles your account, and which rules apply to your relationship.
• The Exchange Bank of Canada continuance would change its legal framework (from a bank under the Bank Act to a corporation under the CBCA), which can affect governance and regulatory oversight.
• Neither step is final yet: both need ministerial approval and other consents. Customers and creditors should watch for official communications from the banks for any actions they must take.