Comerica liabilities transfer; Exchange Bank continuance

Summary#

Two banking notices were published in the Canada Gazette on December 13, 2025. One says Comerica Bank plans to seek approval to transfer most or all of its Canadian liabilities to Fifth Third Bank, National Association; the other says Exchange Bank of Canada plans to ask to continue as a corporation under the Canada Business Corporations Act (CBCA).

What it does#

• Comerica Bank

  • Plans to apply, on or after December 20, 2025, for approval under the Bank Act (Canada) to transfer all or substantially all liabilities tied to its Canadian business to Fifth Third Bank, National Association.
  • Says that, if closing conditions and required consents are met, Comerica will merge with and into Fifth Third and those Canadian assets, liabilities and obligations would become Fifth Third’s.
  • Notes that people may object in writing to the Office of the Superintendent of Financial Institutions (Canada) (address given in the notice). The approval is not guaranteed.

• Exchange Bank of Canada

  • Plans to apply, on or after January 6, 2026, for the minister’s approval to seek a certificate of continuance so it becomes a CBCA corporation.
  • The bank’s board can withdraw that application before it is acted on. The notice says approval is not guaranteed.

Who's affected#

• Customers and account holders of Comerica Bank in Canada — they could see their accounts, loans or other arrangements handled by a different bank if the transfer and merger go ahead.
• Creditors and debtors of Comerica Bank in Canada — their contracts could move to Fifth Third Bank, National Association.
• Customers, shareholders (including the sole shareholder), creditors and employees of Exchange Bank of Canada — a continuance under the CBCA changes the bank’s corporate status and could affect legal and corporate arrangements.
• Regulators and people who want to object — notably the Office of the Superintendent of Financial Institutions (Canada) and the Minister of Finance (Canada), who will review and decide on the requests.
• If it’s unclear who else will be affected, the notices do not provide more detail.

Why it matters#

• A transfer of liabilities and a merger could change who is legally responsible for Canadian bank accounts, loans and other obligations. That can affect where customers make payments, who they contact about accounts, and which rules or protections apply.
• A certificate of continuance under the CBCA changes a bank’s legal home and corporate rules. That can affect governance, shareholder rights and how the bank operates under Canadian corporate law.
• Both items are proposals/applications, not approvals. The notices warn that final decisions depend on regulatory review and ministerial discretion, so outcomes are uncertain.