Part IMiscellaneous NoticeVolume 159, Number 50Published: December 13, 2025

Comerica transfer to Fifth Third; EBC continuance

Canada Gazette, Part I, Volume 159, Number 50: MISCELLANEOUS NOTICES

Two banking notices published 2025-12-13: Comerica Bank intends to apply on or after 2025-12-20 for Minister of Finance approval to transfer its Canadian liabilities to Fifth Third Bank, National Association; Exchange Bank of Canada intends to apply on or after 2026-01-06 to continue under the Canada Business Corporations Act (CBCA). Both proposals require government approval and, if approved, could affect customers, creditors and counterparties of the banks' Canadian businesses.

Published
December 13, 2025
Department
Unavailable
Section
COMERICA BANK
Comment deadline
Unavailable
Effective date
Unavailable
Publication part
Part I

Summary

Summary#

The Canada Gazette published two bank notices on December 13, 2025. One says Comerica Bank plans to ask for approval to transfer its Canadian liabilities to Fifth Third Bank, National Association. The other says Exchange Bank of Canada plans to ask to continue under the Canada Business Corporations Act. Both requests still need government approval.

What it does#

  • Comerica Bank:

    • Intends to apply to the Minister of Finance (Canada) on or after December 20, 2025 for approval to transfer all or most of its liabilities in Canada to Fifth Third Bank, National Association under the Bank Act (Canada).
    • Describes a merger where, once closing conditions and consents are met, Comerica’s Canadian assets and liabilities would become those of Fifth Third Bank, National Association.
    • Says people can send written objections to the Office of the Superintendent of Financial Institutions (Canada).
    • Notes that the notice does not mean approval will be given.
  • Exchange Bank of Canada:

    • Intends to apply to the Minister of Finance (Canada) on or after January 6, 2026 for permission to apply for a certificate of continuance under the Canada Business Corporations Act.
    • Says the bank’s board could withdraw the application before it’s acted on.
    • Notes that the notice does not mean approval will be given.

Who's affected#

  • Customers and depositors of Comerica Bank and Exchange Bank of Canada in Canada.
  • Creditors, borrowers, and other counterparties that have contracts or loans with those banks’ Canadian operations.
  • Employees and local service providers of the banks’ Canadian business.
  • Shareholders of Exchange Bank of Canada (because continuance changes corporate status).
  • It’s not fully clear from the notices which specific branches, accounts, or contracts will change — those details depend on the approvals and the final transaction documents.

Why it matters#

  • If the Comerica transfer goes ahead, accounts, loans, and other obligations tied to Comerica’s Canadian business could legally move to another U.S. bank. That can change who you call for service, where payments are sent, or which bank enforces a loan.
  • If Exchange Bank of Canada continues under the Canada Business Corporations Act, its legal status and governing rules would change. That can affect shareholder rights and how the bank is regulated.
  • Both items are preliminary steps that trigger review by federal authorities under the Bank Act (Canada) and require government approval, so nothing is final yet.

Key topics

Bank Act (Canada)Canada Business Corporations ActCBCAComerica BankFifth Third Bank, National AssociationExchange Bank of CanadaOffice of the Superintendent of Financial Institutions (Canada)Minister of Finance (Canada)transfer of liabilitiescertificate of continuanceauthorized foreign bankbank mergerscross-border bankingfinancial institutions

Source: Canada Gazette

Official source