Comerica liability transfer; Exchange Bank continuance

Summary#

• This notice reports two separate bank filings published in the Canada Gazette on December 13, 2025.
• One says Comerica Bank plans to seek approval to transfer its Canadian banking liabilities to Fifth Third Bank, National Association. The other says Exchange Bank of Canada intends to apply to continue as a corporation under the Canada Business Corporations Act.

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 most of its Canadian liabilities to Fifth Third Bank, National Association.
  • States that, if closing conditions and consents are met and the Minister approves, Comerica will merge into Fifth Third and the Canadian assets and liabilities would become those of Fifth Third.
  • Notes that people can object in writing to the Office of the Superintendent of Financial Institutions (Canada) about the proposed approval.
  • Makes clear the notice is an intention to apply; approval is not guaranteed and depends on the normal review and the Minister’s discretion.
• Exchange Bank of Canada:
  • Intends to apply on or after January 6, 2026 for a certificate of continuance so it can be a corporation under the Canada Business Corporations Act.
  • Says the bank’s board could withdraw the application before it is acted on.
  • Notes the approval is not automatic and depends on the usual review and the Minister’s discretion.

Who's affected#

• Most likely affected by the Comerica Bank notice:
  • Customers and depositors of Comerica Bank in Canada.
  • Borrowers, creditors, and other parties with contracts or accounts tied to Comerica’s Canadian business.
  • Fifth Third Bank, National Association, as the prospective successor for those liabilities.
• Most likely affected by the Exchange Bank of Canada notice:
  • Exchange Bank of Canada itself and its shareholder(s).
  • Potentially customers or creditors if the change in corporate status affects contracts or governance — the notice does not spell out specific immediate impacts.
• If anything is unclear: the notices describe planned applications and not final decisions, so the exact effects depend on whether approvals are issued and on terms of any transaction.

Why it matters#

• For Comerica customers: the party legally responsible for accounts, loans, and other obligations in Canada could change to Fifth Third if approvals and the merger go ahead. That can affect who you deal with for payments, statements, or disputes.
• For Exchange Bank of Canada stakeholders: continuing under the Canada Business Corporations Act is a corporate-structure change that can affect governance rules and legal form, though the notice does not say what immediate operational changes (if any) customers should expect.
• Both items are routine public steps in financial-sector approvals. They are not final decisions and depend on government review and any required consents.