Comerica Bank transfer; Exchange Bank continuance

Summary#

This Canada Gazette entry carries two short notices.

• Comerica Bank says it will apply on or after December 20, 2025 for approval to transfer most or all of its Canadian liabilities to Fifth Third Bank, National Association via a merger.
• Exchange Bank of Canada says it will apply on or after January 6, 2026 to continue as a corporation under the Canada Business Corporations Act (CBCA).

What it does#

• Comerica Bank

  • Intends to seek the Minister of Finance’s approval under the Bank Act (Canada) to transfer all or substantially all liabilities tied to its business in Canada to Fifth Third Bank, National Association.
  • Plans a merger so that, if closing conditions and required consents are met, Comerica’s Canadian assets and liabilities would become those of Fifth Third.
  • Says objections can be sent in writing to the Office of the Superintendent of Financial Institutions (Canada) at the address listed in the notice.
  • Notes that publication of the notice does not mean approval will be granted.

• Exchange Bank of Canada

  • Intends to ask the Minister of Finance for permission to apply for a certificate of continuance under the Canada Business Corporations Act (CBCA).
  • Notes the board can withdraw that application before it is decided, and that publication does not mean approval will be granted.

Who's affected#

• Customers, depositors, creditors, and counterparties of Comerica Bank in Canada may be affected if the transfer and merger go ahead.
• Clients and business partners of Fifth Third Bank, National Association could be affected if it assumes Comerica’s Canadian business.
• Shareholders, directors, and creditors of Exchange Bank of Canada could notice changes if the continuance under the CBCA occurs.
• Regulators and legal advisers handling bank approvals and corporate continuance processes.
• The notices do not say exactly which contracts, accounts, or employees will change hands, so the specific individuals affected are not fully clear from the notice.

Why it matters#

• If the Comerica-to-Fifth Third transfer is approved, the legal responsibility for Comerica’s Canadian obligations would move to Fifth Third, which could change the legal holder of accounts and contracts even if day-to-day service seems the same. Approval is not automatic and will depend on regulator review and required consents.
• The Exchange Bank of Canada continuance would change the corporate law framework that governs the bank’s corporate status and governance. That is often an administrative change but can affect reporting, shareholder rights, or legal procedures.
• Both notices are early, formal steps. They give interested parties a chance to learn about the planned moves and, in Comerica’s case, to object in writing to the regulator.