Corporate changes: name, address, directors and articles

Changes that require articles of amendment

The Articles of incorporationArticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition → of incorporation set out the corporation's fundamental terms. Changing any of them requires articles of amendment, filed with the registry that created the corporation. The amendment takes effect on the date shown on the certificate of amendment the registry issues, not on the date the shareholders vote.

• Corporate name: switching from a numbered company to a name, changing the name, or adding a French or English form.
• Share structure: creating a new class of shares, changing the rights attached to an existing class, or splitting or consolidating shares.
• Restrictions: on share transfers, on the business the corporation may carry on, or on the directors' powers.
• Number of directors: the fixed number or the minimum and maximum set in the articles.
• Province of the registered office, for a federal corporation.

Some of these changes cost nothing federally: Free online: change of province of registered office or number of directorssource. Others, such as a new class of preferred shares for an estate freeze or a new investor, often come with tax consequences that an accountant reviews before filing.

Who approves an amendment

Articles of amendment are approved by a special resolution of the shareholders, which requires a qualified majority set by the statute, or the written signature of all voting shareholders. When a change affects one class of shares differently, that class may also vote separately. Shareholders who oppose certain changes, such as a new restriction on the business, can have a right of dissent and ask to be bought out. The resolution goes in the minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition →; the registry receives only the articles of amendment.

Because the amendment takes effect only when the registry issues the certificate, timing matters. A share reorganization meant to apply at a fiscal year-end, or a name change timed with a product launch, needs the filing completed beforehand. Until the certificate is issued, the corporation keeps its old name and structure, and its contracts, invoices and bank account stay in the old name.

Common amendments in practice

Most amendments follow a turning point in the business rather than a legal requirement. Situations that commonly lead to one:

• From numbered to named: a founder who incorporated quickly as a numbered company adopts the brand name once it is settled.
• A new partner or investor: a new class of shares with different voting or dividend rights, often alongside a shareholders' agreementshareholders' agreementContract governing relations between shareholders: voting, share transfers, exits, disputes.See definition →.
• Family or holding structure: a class of preferred shares or non-voting shares so that a holding company or family members can hold shares, a structure an accountant usually designs first.
• Bilingual name: adding a French form before expanding into Quebec, or an English form for markets outside it.
• Board changes: raising the maximum number of directors before appointing new ones.

Two filings are often confused with amendments but follow their own procedure: continuance, which moves a corporation from one statute to another (for example, from a province to the CBCA), and amalgamation, which merges two or more corporations into one. Each has its own forms and fees, and neither is covered by articles of amendment.

Business name change: legal name or trade name?

A business name change can mean two different things. Changing the legal name, the one on the certificate, requires articles of amendment and a new name search. Adopting or changing a trade name, the name customers see, does not touch the articles: the corporation registers the trade name in the province where it uses it.

• Federal amendment fee: $200 online, $250 otherwisesource.
• British Columbia name change: $130 ($100 + $30 name approval)source.
• Nova Scotia certificate of name change: $199.35 certificate of name changesource.
• Newfoundland and Labrador name change: $100source.

The new name must meet the same rules as at incorporation: distinctive, not confusing, not misleading, with a legal ending. A corporation that operates in Quebec also needs a French form there: The name must be in French; a French name is a prerequisite to incorporation in Québecsource. Our business name search runs before the articles are prepared, so the amendment is filed with a name that has been checked.

Changes filed by notice (directors, address)

Changes that do not touch the articles are reported by a notice of change. The decision itself is made inside the corporation, by resolution of the directors or shareholders; the notice informs the registry so that the public record stays accurate.

• New or departing director: elected or removed by the shareholders, or resigning. The notice gives the director's name, address and start or end date.
• Change of registered office address within the same province: decided by the directors. Federally: Within 15 days of the changesource.
• Change of officers or mailing address, in jurisdictions that record them.
• Change of significant control, where the jurisdiction requires it to be filed: Annually with the annual return; within 15 days of a change; on incorporation (30 days after amalgamation/continuance)source.

Notices are usually free or inexpensive, but the deadline is short and easy to miss. Federal notice of change of directors: Free online (1 day)source. Ontario: $0source. Quebec: Free ($53 priority)source.

Government fees and timelines (sourced)

For each jurisdiction: the government fee for articles of amendment, then the deadline to report a change of directors.

• Federal (CBCA): $200 online, $250 otherwisesource. Directors: Within 15 dayssource.
• Quebec: $206 ($309 priority)source. Directors: Within 30 days after any changesource.
• Ontario: $150source. Directors: Within 15 days after the changesource.
• British Columbia: $100source. Directors: Within 15 dayssource.
• Alberta: $53.05 government feesource. Directors: Within 15 dayssource.
• Saskatchewan: $100source. Directors: Within 15 days; freesource.
• Manitoba: $175source. Directors: Within 15 days; no feesource.
• New Brunswick: $212source. Directors: Within 15 dayssource.
• Nova Scotia: name change, $199.35 certificate of name changesource. Directors: Within 14 days of the changesource.
• Prince Edward Island: $200 (regulation schedule)source. Directors: Within 15 dayssource.
• Newfoundland and Labrador: $50source. Directors: Within 15 days; $10 feesource.
• Yukon: $100source. Directors: Within 15 days, no feesource.
• Northwest Territories: $100source. Directors: Within 15 days, no feesource.
• Nunavut: $100source. Directors: Within 15 dayssource.

The general fee for articles of amendment in Nova Scotia, for changes other than the name, is being verified. Registry processing times for amendments are being verified as well; online filings are usually processed faster than paper ones.

How we file for you

1. 1Tell us what changesChoose the change in your dashboard: name, directors, address, shares or another term of the articles. We confirm whether it needs articles of amendment or a notice.
2. 2Name search if neededFor a new name, we run the search required by your jurisdiction before preparing anything.
3. 3Resolutions and filing documentsWe prepare the shareholders' or directors' resolution and the articles of amendment or notice. You and the other signatories review and sign online.
4. 4Filing with the registryWe file and pay the government fee for you. You receive the certificate of amendment or the filing confirmation.
5. 5Minute book updatedThe resolution, the certificate and the updated registers go into your digital minute book.

After the change: who else to notify

The registry is only the first step. Depending on the change, the corporation also updates:

• the Canada Revenue Agency (and Revenu Québec in Quebec) for a new name or address;
• the registries of every province where the corporation is registered extra-provincially;
• its bank, which usually asks for the certificate of amendment or the resolution naming the new signing officers;
• its licences and permits, insurance policies, major contracts and leases;
• its website, invoices, signage and domain names, for a business name change.
• its shareholders' agreement and share certificates, when they refer to the old name or to share classes that changed.

Amendments and notices are separate from the annual returnannual returnMandatory yearly filing with the registry, separate from the tax return. Missing it can lead to dissolution.See definition →. A change reported on time means the next annual return simply confirms it.