Amending the Articles of a Business Corporation

The articles of a corporation under the Canada Business Corporations Act (CBCA) can be amended by a request through Corporations Canada's Online Filing Centre. If you prefer to submit a non-online request to amend articles (i.e., by email attachment, fax or mail) this document will help you to prepare the request.

Note

Although the information provided here will assist you in completing the amendment process quickly and accurately, it is not intended to replace legal advice. You may wish to consult a lawyer or other professional advisor to ensure that the specific needs of your corporation are met.

Table of Content

What documents must be filed to amend the articles of a corporation?

An application to amend articles must include:

  1. a completed and signed copy of Form 4 - Articles of Amendment (PDF Version, 538 KB — 1 page) (See instructions in Annex A)
  2. a NUANS Name Search Report, if changing the corporation's name to anything other than a numbered name
  3. a completed and signed copy of Form 3 - Change of Registered Office Address (PDF Version, 154 KB — 1 page) if the province of registered office is changing (See instructions in Annex B)
  4. a completed and signed Form 6 - Changes Regarding Directors (PDF Version, 220 KB — 1 page) if any of the directors of the corporation are being changed (See instructions in Annex C)
  5. the filing fee.

Related Information

When should I file Form 7 - Restated Articles of Incorporation?

When a corporation has made several amendments to its articles, it may be useful to consolidate all the changes and set out the current articles of your corporation into one document. This makes it easier to consult the corporation's articles. To make this consolidation an official document, you may wish to file the restated articles with Corporations Canada. A corporation can do this by completing and filing Form 7 - Restated Articles of Incorporation with Corporations Canada.

The following must be filed:

  1. completed Form 7 - Restated Articles of Incorporation (PDF Version, 1 MB — 2 pages)
  2. the filing fee. No fee is payable if Form 7 - Restated Articles of Incorporation is submitted together with a Form 4 - Articles of Amendment.

Note

No fee is payable for a restated certificate of incorporation when issued with a certificate of amendment. If the articles of amendment are submitted through the Corporations Canada Online Filing Centre, the restated articles of incorporation must be received (by email or fax) on the same day.

Annex A

Instructions for Completing Form 4 - Articles of Amendment

Note

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Item 1 - Corporate name

Provide the name of your corporation as indicated in the articles of the corporation.

Item 2 - Corporation number

Indicate the corporation number. You will find the corporation number on the certificate of incorporation, amalgamation or continuance. You can also find it using the Corporations Canada online database.

Item 3 - The articles are amended as follows:

Use the appropriate section below depending on the change being made:

A. The corporation changes its name to:

Indicate the new proposed corporate name of the corporation.

The proposed name must include one of the following legal elements: Limited, Limitée, Incorporated, Incorporée, Corporation, Société par actions de régime fédéral, Ltd., Ltée, Inc., Corp. or S.A.R.F.

Since it is mandatory to write Ltd., Inc., Corp. and S.A.R.F. with a period, Corporations Canada will add one if it is not already included.

The proposed name must be distinctive and it must not be misleading or likely to be confused with names used by other organizations and businesses. In general, a corporate name is distinctive if it does not make those who encounter it think of another organization or business. See Name a Corporation for more information.

For your corporate name you can choose:

  • a unilingual name (i.e., English or French)
  • a combined bilingual name (e.g., Cars ABC Autos Inc.)
  • separate English and French forms of the name - start each name on a separate line:
    • e.g., Cars ABC Ltd.
    • ABC Autos Ltée
  • a numbered name - leave a blank space (where Corporations Canada will insert an assigned number), followed by the word "Canada" and the legal element of your choice, such as Incorporated, Inc., Limited, Ltd., Corporation, Corp., etc.
    • Example: Canada Limited

You must include a valid NUANS Name Search Report unless the new corporate name will be a numbered name (e.g., 123456 Canada Inc.). A NUANS Name Search Report is also not needed if the only change to the name is to the legal element.

Corporations Canada will use the NUANS Name Search Report to determine whether the name is distinctive and otherwise meets the requirements of the CBCA. The NUANS Name Search Report must be dated not more than ninety (90) days prior to the receipt of the articles by Corporations Canada.

More information about choosing a name is available on the Corporations Canada website.

B. The corporation changes the province or territory in Canada where the registered office is situated to:

Indicate the province or territory in Canada where your registered office will be situated.

Note

Do not include the street address here. The street address will be indicated on Form 3 - Change of Registered Office Address.

C. The corporation changes the minimum and/or maximum number of directors to:

Indicate the new minimum and maximum number of directors. If the number is fixed, indicate the same number in both boxes.

Note

Do not include or remove an individual director's information here. The removal or addition of directors is done using Form 6 - Changes Regarding Directors.

D. Other changes, please specify:

Use this section to change any other provision in the articles (e.g., to the classes of shares, to restrictions on share transfer, to restrictions on the business of the corporation or to any other provisions that are set out in the articles). Indicate the nature of the change. All amendments must indicate clearly which articles, paragraphs or sub-paragraphs of the articles are being amended.

If the space available is insufficient, please attach a schedule

Item 4 - Declaration

This form must be signed by either a director or an authorized officer of the corporation. Please print the name and indicate the telephone number of the signatory.

Annex B

Instructions for Completing Form 3 - Change of Registered Office Address

Note

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Item 1 - Corporate name

Provide the name of your corporation as indicated in the articles of the corporation.

Item 2 - Corporation number

Indicate the corporation number. You will find the corporation number on your certificate of incorporation, amalgamation or continuance. You can also find it using the Corporations Canada online database.

Item 3 - New registered office address (must be a street address)

The registered office address is the legal address of the corporation. All official documents that are sent by registered mail to, or that are served on, a corporation at the registered office address are deemed to be received by the corporation.

Indicate the street name and number, city, province/territory and postal code of the registered office.

Note

A registered office address cannot be a post office box.

Item 4 - Additional address (optional)

Include only if you want Corporations Canada's general correspondence (e.g., reminder notices to file annual returns) to be sent to an address that is different from the registered office address.

Item 5 - Declaration

This form must be signed by an individual who has relevant knowledge of the corporation and who is authorized by the directors. This includes:

  • a director of the corporation
  • an authorized officer of the corporation
  • an authorized agent.

Please print the name and indicate the telephone number of the signatory.

Annex C

Instructions for Completing Form 6 - Changes Regarding Directors

Note

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Item 1 - Corporate name

Provide the name of your corporation as indicated in the articles of the corporation.

Item 2 - Corporation number

Indicate the corporation number. You will find the corporation number on your certificate of incorporation, amalgamation or continuance. You can also find it using the Corporations Canada online database.

Item 3 - The following individuals are new members of the board of directors

Every corporation must have at least one director. Distributing corporations must have no fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

Indicate the first and last name as well as the residential address or other address for service of each new member of the board of directors. Also, indicate the date when the individual became a director and whether the person is a Canadian resident.

Note

  • A residential address or other address for service cannot be a post office box.
  • The number of directors must correspond with the minimum and maximum or fixed number of directors indicated in your articles.
  • At least 25 per cent of the directors must be Canadian residents. However, some exceptions apply:
    • If the corporation has fewer than four directors, at least one of them must be a resident Canadian.
    • If the corporation is required by a federal Act or regulations to meet specific requirements respecting Canadian participation or control (e.g., corporations carrying on air transportation or telecommunications businesses), a majority (50% + 1) of its directors must be resident Canadians.

Item 4 - The following individuals are no longer members of the board of directors

A director of a corporation ceases to hold office when the director:

  • dies
  • resigns
  • is removed by the shareholders
  • becomes disqualified.

Indicate the first and last names of the director as well as the date when the individual ceased to be a director.

Item 5 - Change of address of a director

Indicate the first and last names of the director, as well as the new residential address or other address for service.

Item 6 - Declaration

This form must be signed by an individual who has relevant knowledge of the corporation and who is authorized by the directors. This includes:

  • a director of the corporation
  • an authorized officer of the corporation
  • an authorized agent.

Please print the name and indicate the telephone number of the signatory.

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