Changing your corporation’s name? File Articles of Amendment

Major changes to a corporation require the filing of Articles of amendment and the necessary legal minute book resolutions and records. Have peace of mind when CorpCentre helps you do it right.

$249 + filing fees

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Articles of amendment

Stay compliant and file Articles of amendment with the government registry to maintain your legal good standing. Ensure all legal documents are done right.

‍$249 + filing fees

File Articles of amendment

Corporation Major changes

Articles of amendment are required to make important changes to a corporation.

These include:

changing the Legal Name;
changing the number of directors;
changing the share capital (the share structure and classes);
for a Federal corporation, changing the province of the registered office

Corporate Resolutions

CorpCentre will prepare the necessary corporate resolutions for any Articles of amendment and all legally required records

Director resolutions
Shareholder resolutions
Share certificates
Shareholdings ledger

Filing of Articles

CorpCentre will file the proper legal forms for Articles of amendment with the government registry and will monitor the process and keep you advised as to its status until completion.

Delivery of Certificate

CorpCentre will deliver to you the Certificate of Amendment, issued by the federal or provincial government department, ministry or registry.

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Why use CorpCentre®?

CorpCentre is Canada’s leading legal document filings company and helps Canadian corporations prepare their corporate documentation and efficiently maintain their corporate records. Our annual Compliance Plan and Digital Minute Book with eSignatures are the best solutions out there for small business owners.

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Lawyer owned and operated, our platform allows you to effectively and easily maintain your corporate records by streamlining your corporate record preparation, saving you time and money. We were Canada’s first company to offer corporate compliance and maintenance on the Internet and remain the leader in helping corporations to comply with their corporate obligations.

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Articles of amendment

Articles of Amendment are used to make important changes to a corporation by amending its Articles of Incorporation. These changes include:

Changing the Legal Name of the corporation

Changing the number of directors required by the corporation

Changing the share capital of the corporation

For a federal corporation, changing the province of the registered office

To amend Articles of incorporation, the proposed amendment must be authorized by a resolution adopted by the board of directors.

The resolution must then be ratified by the shareholders, in such percentage as required by the applicable law, at which time the shareholders also authorize one director to sign the Articles of amendment. Typically, an amendment to the Articles of Incorporation must be confirmed by a greater majority (2/3 or 3/4 depending on the jurisdiction) of the votes cast by the shareholders at a special general meeting

File Articles of amendment

Manage your business and stay compliant

CorpCentre will assist your business to make sure that it not only starts the right way, but stays compliant with all the legal compliance obligations, filings and records keeping.

Our compliance subscription service and digital minute will make sure you keep your corporation compliant and can easily access all documents and information. If you didn’t incorporate with CorpCentre, you can still onboard your corporation today.

Compliance Digital minute book Corporate updates

Digital Minute Book with e-signatures

CorpCentre’s Digital Minute Book has your corporation’s documents always available in a secure cloud environment shareable with your stakeholders.

All corporate documents signed via e-signatures with full audit-trail certificate. Never lose your minute book again!

$199 per year

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Corporate Compliance Plan

Keep your corporation compliant and ensure your corporation’s filings, updates and legally required documentation is done right with CorpCentre. Opt-out anytime.

$199 per year

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FAQ

Frequently Asked Questions

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As a general rule, only physical persons (i.e., individuals) are eligible to be directors of a corporation. Not all physical persons, though, can become directors. In fact, there are physical persons who are generally prohibited from becoming directors, namely:

persons under 18 years of age;
persons over 18 years of age who are under tutorship or guardianship or are otherwise incapacitated; and
in certain jurisdictions, undischarged bankrupts.

IIf a person elected as a director fails to meet the necessary eligibility requirements described above at any time during his/her mandate, his/her election may be considered null and he/she would no longer be deemed a director. On the other hand, past acts of this director cannot generally be annulled on the sole ground that he/she was disqualified as a director.

Unless the corporation's Articles of Incorporation provide otherwise, a director is not required to be a shareholder of the corporation. In addition, certain jurisdictions require a director to be a Canadian resident - see below.

Jurisdiction	Canadian Residency Requirement
Federal	At least 25% of the directors must be Canadian residents
Alberta	None
British Columbia	None
Manitoba	Majority of directors must be Canadian residents
New Brunswick	None
Newfoundland	Majority of directors must be Canadian residents
Nova Scotia	None
Ontario	None
Prince Edward Island	None
Quebec	None
Saskatchewan	Majority of directors must be Canadian residents and at least 1 director must be resident of Saskatchewan

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A director must, in the performance of his/her duties, satisfy all the obligations imposed upon him/her by law as well as the corporation's Articles of Incorporation and By-Laws, and he/she must act within the limits of the powers conferred upon him/her.

Act With Prudence And Diligence

Legislation typically requires every director to exercise reasonable care and prudence, while taking into account the director's competence, experience and position in the corporation. This statutory duty does not require a director to be competent per se, but it obliges a director to do his/her best, given that person's competence and business sense. A director must also act with diligence in order to compensate for any weakness he/she might have by seeking the aid of qualified advisors.

Honesty And Loyalty

Legislation also often imposes a good faith requirement upon all directors by obliging them to act with honesty and loyalty and in the best interest of the corporation. Unless he/she is expressly authorized to do so by the corporation, a director cannot mingle the corporation's property (tangible or intangible) with his/her own, as well as use any of the corporation's property or information he/she obtains by reason of his/her duties for his/her own profit or that of a third party.

A director must also generally avoid placing him/herself in a conflict of interest position (i.e., his/her personal interest is in conflict with his/her obligation as director). Consequently, a director must notify the corporation of any interest he/she has in an enterprise or association that may place him/her in a conflict of interest. The nature and value of this interest must be declared and recorded in the minutes of the meeting of the board of directors.

A director must also generally inform the corporation of any contracts he/she entered into with said corporation or the acquisition of any rights in property under his/her administration. The nature and value of the rights he/she acquired must be declared and recorded in the minutes of the meeting of the board of directors and he/she must abstain from discussing and voting on the matter unless it concerns the remuneration or conditions of employment of the director.

Where the director fails to give information correctly and immediately of an acquisition or a contract, the corporation, or a member thereof, may sometimes apply to the court to annul the act or order the director to render an accounting and to remit the profit realized to the corporation.

Exceptional Liabilities

Legislation sometimes provides that money that is distributed by the corporation for the improper payment of a dividend or loan to a shareholder, the improper acquisition or payment of shares, or the improper repurchase or redemption of shares, can be recovered from its directors.

A director who is present at the meeting where the improper distribution of money was approved of may be deemed to have approved of any resolution or participated in any measure taken at that meeting, unless he/she demands at the meeting that his/her dissent be registered in the minutes or he/she notifies the secretary of the meeting in writing of his/her dissent before the adjournment of the meeting.

Dissolution Of Corporation

Legislation often holds directors of a corporation jointly and severally liable for the debts of the corporation existing at the time of dissolution, to every creditor who has not given his/her consent to the dissolution. A director can sometimes exonerate him/herself from liability by proving he/she had acted in good faith.

Improper Transfer Of Shares

If directors consent to the transfer of shares without the entire amount being paid and the person does not have the means to pay the shares in full, legislation generally holds that the directors are jointly and severally liable to the corporation's creditors.

A director can sometimes exonerate him/herself if within a certain prescribed period of becoming aware of the improper transfer, the director protests in the minutes of the meeting, and then publishes this protest in a newspaper published at the place in which the registered office is located.

Employees' Wages

Directors may be jointly and severally liable to its employees for wages due for services rendered to the corporation while they were directors.

Fraud

If the corporation commits fraud, any interested person (e.g., shareholder, creditor, supplier) may hold the directors who participated in the alleged act or derived personal profit from it liable for any damage suffered by the corporation.

Environmental Legislation

As a general rule, every director who orders, authorizes, advises or encourages the corporation to refuse or neglect to comply with an order not to emit, deposit, release or discharge a contaminant into the environment may contravene a provision of applicable legislation or its regulations, and may commit an offence and is liable to various fines and/or a prison term.

Tax Matters

As a general rule, if a corporation fails to either deduct, withhold, remit or pay the amounts required to the Receiver General pursuant to the Income Tax Act or to remit the GST as required by the Excise Tax Act, the directors of the corporation at that time are jointly and severally liable, together with the corporation, to pay the amount due as well as any interest or penalty charges. However, directors will typically only be held liable to pay these amounts in cases of liquidation, dissolution or bankruptcy of the corporation or following an unsatisfied execution against the corporation.

A director can sometimes exonerate him/herself from liability by proving he/she exercised the degree of care, diligence and skill to prevent the failure that a reasonably prudent person would have exercised in comparable circumstances.

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Every year, the corporation must update the information provided in its initial filing by reporting an annual filing. The annual filing, which is mailed to the corporation, must be filed within the prescribed dates. The annual filing must be accompanied by the amount of the annual filing fee (amount varies depending on jurisdiction - see below). However, if the annual filing is not filed within the prescribed delay, a penalty fee may be incurred. If a corporation fails to file its annual filing, the government body or department can send a notice stating that if the corporation does not file the missing annual filing, the corporation may be struck off government records or even dissolved. As such, corporations should pay careful attention to filing deadlines. CorporationCentre.ca offers maintenance services which facilitate these annual filings (create link to maintenance).

The government fees will vary depending on the jurisdiction of your corporation. Below is a chart outlining the current annual government filing fees for each jurisdiction.

Jurisdiction	Current Annual Government Fees
Federal	$25
Alberta	$73
British Columbia	$45
Manitoba	$65
New Brunswick	$60
Newfoundland	$100
Nova Scotia	$119
Ontario	$22
Prince Edward Island	$30
Quebec	$89
Saskatchewan	$50

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There are two types of shareholders' meetings: (a) the annual shareholders' meeting; and (b) the special meeting.

Annual Shareholders' Meetings

Legislation typically requires that a shareholders' meeting take place on an annual basis. The meeting is held at the time provided for in the corporation's Articles of Incorporation or By-Laws. In most cases, the corporation's By-Laws provide the directors with a great amount of latitude as to when the meeting is to be held.

The corporation's Articles of Incorporation or By-Laws usually stipulate where the meeting is to take place. If no place is specified, the meeting is held at the registered office of the corporation.

Unless there are provisions to the contrary in the Articles of Incorporation or By-Laws, notice of the time and place of the meeting must be given beforehand by registered or certified mail to each shareholder at his/her last known address. A shareholder can waive the notice requirement with respect to the holding of the shareholders' meeting by either signing a written waiver or attending the meeting.

During the annual shareholders' meeting, the shareholders perform the following tasks:

receive, study and approve the balance sheet and other financial statements submitted to them by the board of directors as well as the auditor's report;
ratify resolutions adopted by the directors during the year;
elect directors for the upcoming year;
in small corporations, ratify all acts done by directors and officers during the past year; and
appoint auditors. Shareholders of a private corporation may, in certain jurisdictions, decide by way of resolution not to appoint an auditor. This resolution, which remains valid until the next annual meeting, may require the consent of all shareholders including those who are not entitled to vote. The auditor, whose term of office expires at the next annual meeting, is generally a chartered accountant and is not a director or officer of the corporation. His/her remuneration is fixed by the shareholders, but this power is often delegated to the directors.

Special Meetings

Shareholders can also meet under exceptional circumstances. A special meeting can be called by the shareholders, directors or a judge.

meeting convened by shareholders
At any given time, the shareholders might wish to meet in order to discuss urgent problems and take all steps that are necessary. The secretary of the corporation must receive a written request signed by a minimum percentage of the holders of the subscribed shares of the corporation, describing the objects of the proposed meeting. The director must then convene a special meeting to discuss the matters mentioned in the written request.
meeting convened by directors
The notice of the meeting must state the business that is to be discussed and it must be sent to the shareholders in accordance with the corporation's By-Laws. If there are no specific provisions with respect to the notice requirement, the rules regarding the annual shareholders' meetings would generally apply.

meeting convened by a judge
When a compromise or arrangement is proposed between the corporation and its shareholders which affects the rights of shareholders, a judge sitting in the district where the corporation has its registered office, may, in certain circumstances, on application by the corporation or any shareholder, order a shareholders' meeting or a meeting of any class of shareholders in a manner as directed by the judge.

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Below are the current government dissolution fees for Canadian jurisdictions:

Jurisdiction	Government Dissolution Fees
Federal	None
Alberta	$50
British Columbia	$22
Manitoba	$50
New Brunswick	$62
Newfoundland	$0
Ontario	$25
Prince Edward Island	$10
Quebec	$49
Saskatchewan	$30
Yukon	$30

Moreover, if you are incorporating a federal corporation, you must also remove your federal corporation from the provincial registry.

Province	Extra-provincial Dissolution Fee
Alberta	200
British Columbia	$30
Manitoba	$50
Newfoundland	$20
New Brunswick	$20
Ontario	$0
Prince Edward Island	N/A
Quebec	$0
Saskatchewan	$0
Yukon Territory	$30

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Changing your corporation’s name? File Articles of Amendment

Articles of amendment

Corporation Major changes

Corporate Resolutions

Filing of Articles

Delivery of Certificate

Why use CorpCentre®?

Articles of amendment

Manage your business and stay compliant

Digital Minute Book with e-signatures

$199 per year

Corporate Compliance Plan

Frequently Asked Questions

What is corporate compliance or maintenance?

When do I need to inform the government of corporate changes and updates?

What internal company records does a corporation need to keep?

What is a Corporation?

What is a Director?

How many Directors must a Corporation have?

Who is eligible to become a Director?

How Do People Become Directors?

How Are Vacancies on the Board of Directors Filled?

How are Directors Removed from the Board of Directors?

Can a Director Resign?

How does a Director Vote?

Are Directors Paid?

What power does a director have?

What are directors' duties and responsibilities?

What is an Officer?

How do People Become Officers?

How can Officers be Removed from their Position?

Do Officers get Paid?

What are the Powers of Officers?

What are the Duties and Responsibilities of Officers?

What does "organizing the corporation" mean?

What is an Organizational Meeting?

What are "By-laws" of the Corporation?

What are the Corporation's Registers?

What are annual returns and meetings?

What are the annual return government filing fees?

What are Shareholders' Meetings?

What is a Board of Directors Meeting?

What is change of the registered office of a corporation?

What is a share Issuance?

What is a share transfer?

What is a redemption of shares?

What are Articles of amendment?

What are Articles of Dissolution?

What do I have to do to stop operating my business/corporation?

What is the process to file Articles of Dissolution?

What are the Government Fees to Dissolve a Corporation?

What is the effect of dissolution on government tax accounts?

What do I do if the corporation has property left over?