How to Amend Articles of Incorporation (Federal Corporation)

Updated November 2016

 

1What information must be filed

To receive a certificate of amendment, you must send to the Director under the CBCA some or all of the following supporting materials, duly completed, as may be applicable to the amendments you wish to make to your original articles:

  1. Except where you are requesting a number name, a Canada-biased Newly Upgraded Automated Name Search (NUANS) report on corporate names and trade marks that sound or look similar to your proposed corporate name, not more than 90 days old, if you are amending the corporate name.  This NUANS report may be further renewed for subsequent 90 day periods if necessary or desired, prior to its expiry date.
  2. Form 3, Notice of Registered Office Address, if the place of the registered office is being amended.
  3. Form 4, Articles of Amendment.
  4. A filing fee of $200, payable to the Receiver General for Canada.

(See links to these forms in the Resources section of this How-To Brief.)

You must submit two (2) copies of each of the forms mentioned where they are applicable to your situation.

2How to amend a corporation's name

There are a number of reasons why you may wish to change your corporation's name. For example, you may have incorporated under a "number" name and you now wish to adopt a word name. Or you may wish to choose a new name or add a French or English form of the name. Except in the case of a change of number name (where only a directors' resolution is required), you will need authorization by special resolution of the shareholders of your corporation in addition to approval of the Director through articles of amendment.

A corporation needs a distinctive, unique name. Verifying the uniqueness of your proposed corporate name in its area of business may take some time. Therefore, you may want to have the name searched against possible use by others (pre-approval) before you file your articles of amendment. If you do not request pre-approval of your proposed name, it will be reviewed at the time you file your articles of amendment.

Before a name can be approved, you are required to search the availability of your proposed corporate name by ordering a NUANS report from a private firm known as a search house.  These firms are listed in the Yellow Pages. A NUANS report is a multi-page document that includes a computer printout of business names and trade marks registered (or proposed for registration) in Canada that sound or look similar to the name you are proposing.  The list is drawn from a national database of existing and reserved trade names as well as registered and applied-for trade marks in Canada.  When you order a NUANS search on your proposed corporate name from a search house, that report has a life of 90 days from the date it is requested (subject to renewal as noted above).  The search house can also advise you whether your proposed name is likely to be accepted by the Director.  The final decision, however, always rests with the Director.  If you disagree with a recommendation of the search house, or if you want to be certain the Director will approve the name, you may request in writing pre-approval of the name.  To do so, you should submit your proposed name and a current NUANS report to the Director.  There is no fee for making such a pre-approval request.

The Director will examine your request to determine the distinctiveness of your proposed name and assess whether it meets the name-granting requirements of the CBCA and its regulations.  The Director will then make a decision to grant or reject it.  If your request for pre-clearance is granted, you have a reservation of that name for the life of the search report.  If the 90-day period lapses before a determination has been made by the Director, you must reserve the proposed name again by ordering another NUANS report and submit a further request for pre-approval of the proposed name to the Director.

If you have requested a pre-approval and the Director's determination is favourable, it is likely your articles will be processed without delay when filed, provided that all other relevant information is filed at the same time.

To change a corporate name, you must submit

  1. a current NUANS report;
  2. duplicate copies of Form 4, Articles of Amendment, duly completed; and
  3. a $200 filing fee, payable to the Receiver General for Canada.

3How to get the Director's approval for the proposed name

The Director's decision on the availability of your proposed name will be based in part on the information you provide. A request to approve a proposed name that is likely to cause confusion with another name or a registered or proposed trade mark used in Canada cannot be accepted by the Director. The regulations require certain information in order to determine whether confusion is likely.

The proposed name must be distinctive, must not cause confusion with any existing name or trade mark used in Canada and must not be prohibited or misleading in order to be approved by the Director.

Therefore, it is up to you to ensure that the Director receives your NUANS report and all relevant facts along with your request for a name determination.

Any information regarding the circumstances of your name choice must be made to the Director in writing. The request for a name decision must describe the business of the corporation along the following lines:

  1. What type of business will the proposed corporation conduct?
  2. Will the proposed name suggest government sponsorship; suggest the business of a trust, loan, insurance or banking institution; or merely describe the business of your corporation?
  3. Where will the proposed corporation carry on its business? Describe how this territory differs from that of other businesses with similar names and similar activities.
  4. What are the types of clients the proposed corporation will conduct business with (e.g., retailers, commercial enterprises, consumers, computer programmers or general public)? Mention whether they are different from the types of people with whom existing businesses having similar names, conducting similar activities and operating in a similar territory will do business.
  5. What is the derivation of the distinctive elements(s) of the proposed name? 

Should your proposed name be rejected, you are always free to submit a request in writing to the Director to reconsider the decision along with additional information. However, time and money can be saved by including all relevant information with your initial request.

As the holder of a corporate name, you bear the responsibility for ensuring that no new and confusing trade marks are registered by someone else.

If your corporation intends to carry on business in a region or regions where both English and French languages are spoken, you may wish to consider amending your existing corporate name to a bilingual one. The process is the same as for a uni-lingual name, except that one (1) NUANS report is required for each name or variation requested. For example, two (2) NUANS reports are necessary to search for phonetically dissimilar English and French forms of a name.

4How to report a change in a corporation's registered office

When the registered office has moved out of the province or territory shown in the articles, you must indicate the new province or territory of the registered office under item 3B of Form 4, Articles of Amendment. In addition to the articles of amendment, you must also file a completed Form 3, Change of Registered Office Address.

Before filing the Form 4, Articles of Amendment, you must obtain, by special resolution, the authorization of the shareholders of the corporation. Please note that you must file the articles of amendment before the move can be made.

When the registered office has moved inside the province or territory shown in the articles of incorporation, no Form 4, Articles of Amendment, needs to be filed. The directors of a corporation may change the place and address of the registered office within the province specified within the articles. However, you must file a Form 3, Change of Registered Office Address, with the Director within 15 days of the change of address. No fee is applicable.

To amend the province or territory in the articles of the place in Canada where the registered office is to be situated, you must submit

  1.  duplicate copies of Form 3, Change of Registered Office Address, duly completed
  2.  duplicate copies of Form 4, , Articles of Amendment, duly completed; and
  3.  a $200.00 filing fee, payable to the Receiver General for Canada 

5How to amend the classes and any maximum number of shares that the corporation is authorized to issue or restrictions on share transfers

The CBCA sets out certain requirements regarding shares, but in other areas permits broad discretion. The following notes may help you specify these details:

  1. All shares must be without nominal or par value.
  2. The CBCA gives broad discretion to name a class of shares as common, preferred or any other designation.  Many articles have designated shares simply as Class A and Class B. 
  3. You do not need to place a limit on the number of shares the corporation is authorized to issue unless you wish to do so.
  4. You do not need to specify a maximum aggregate consideration for the issue of shares.
  5. Where there is more than one (1) class of shares, the rights, privileges, restrictions and conditions attaching to each class must be set out.  In particular, at least one (1) class must have the right to vote, one (1) class must have the right to receive a dividend and one (1) class must have the right to receive the remaining property of the corporation on dissolution. Where there is only one (1) class of shares authorized in the articles, those rights automatically, by statute, attach to that one (1) class authorized in the articles.

You should note that under certain circumstances outlined in s. 49(9) and 174 of the CBCA, there may be constraints placed on shares.

In particular, any "distributing" corporation may, by articles of amendment, modify its articles to add or delete provisions that constrain the issue and transfer of its shares pursuant to s. 174 of the CBCA.  It may also extend any existing constraint provisions for an additional five-year period by special resolution.  Subsection 174(1) sets out the purposes for which a corporation may place constraints on its share issuances and transfers.  You should also be aware that Part VII of the regulations to the CBCA applies to constrained share corporations and that these regulations must be respected once the amendment has been effected.

Your corporation's articles may have authorized the issue of certain of its classes of shares in series. If so, before the shares of a series can be issued, the directors must prepare articles of amendment specifying the number, rights, privileges and restrictions attaching to the series being issued and must file these articles with the Director.

Similarly, any restrictions on the transfer of shares of the corporation may be added, changed or deleted by articles of amendment authorized by special resolution of the shareholders and filed with the Director.  Unless class voting rights are expressly waived in the articles, the holders of every class or series of shares affected by the proposed amendments are entitled to vote separately as a class (as specified in s. 176 of the CBCA), so shareholders may have to pass several special resolutions before the amendment can be filed with the Director.  

  1. Form 4, Articles of Amendment, duly completed; and
  2. a $200 filing fee, payable to the Receiver General for Canada. 

6How to amend the number of directors

You may specify a range or a fixed number of directors.

For example:

  • "A minimum of 1 and a maximum of 7"; or
  • "5 directors". 

However, to permit cumulative voting, the number of directors must be fixed.  Moreover, if the corporation is a "distributing" corporation, there must be at least three (3) directors, two (2) of which are not employees of the corporation.

Subsection 105(3) of the CBCA requires that at least 25% of the directors be resident Canadians. However, if a holding corporation earns, in Canada, directly or through its subsidiaries, less than five per cent of the gross revenues of the holding corporation and all of its subsidiary bodies corporate together, then not more than one-third (1/3rd)of the directors of the holding corporation need be resident Canadians. You may wish to read s. 105(4) of the CBCA or seek legal advice on this matter.

To effect a change in the number of directors from the number or range specified in the articles, you must submit (before filing a Form 4, you must obtain, by special resolution, the authorization of the shareholders of your corporation) the following:

  1.  duplicate copies of Form 4, Articles of Amendment, duly completed; and
  2.  a $200 filing fee, payable to the Receiver General for Canada. 

If you wish to make a change in the number of directors that is within the range specified in the articles, you may report this simply by filing a Form 6, Changes Regarding Directors, duly completed, within 15 days of the change. (See the link to this form in the Resources section of this How-To Brief.) No fee is applicable.

Whenever new directors are appointed or positions vacated, a Form 6, Changes Regarding Directors, must be completed and filed within 15 days of the change. If this is the only action to report, no other forms are required, and no fee is applicable.

7How to amend the restriction on business the corporation may carry on

If it proves necessary to limit the corporation's activities by prohibiting certain kinds of business activity, you may do so by filing articles of amendment. Generally, the provision should be worded in a negative way, that is, a statement of what the corporation MAY NOT do, rather than a listing of its permitted "objects” or business activities.

A CBCA company has all the rights of a natural person, and normally one would not wish to limit this power. If, however, there are reasons why you wish to restrict the business of the corporation, the following preamble is suggested:

"The business of the Corporation shall be limited to the following: . . ."

With certain types of corporations (e.g., so-called professional corporations"), the rules governing their creation and operation require express limitations on their powers/objects in the articles.  Legal advice should be sought prior to incorporating any "professional corporation" or seeking any formal certificate of authorization (or similar) from the applicable regulatory body governing such professional corporation.

(Note that s. 3 of the CBCA itself prohibits CBCA corporations from conducting the business of banking, insurance, or trust and loan company, or carrying on business as a degree-granting educational institution.)

You may also remove any business restrictions that were set out in the existing articles. To effect this, the following are required:

  1. duplicate copies of Form 4, Articles of Amendment, duly completed; and
    1. a $200 filing fee, payable to the Receiver General for Canada.

    8How to amend any other provisions

    You may change or delete any extra provisions contained in Item 7 of your corporation's articles of incorporation by filing articles of amendment.

    The CBCA permits the inclusion of a number of additional provisions.  The sample clauses listed below are only examples of the kind of wording generally adopted for the more frequently occurring features. No additional provisions are required, and the list is not definitive, nor is the wording mandatory.

    Remember that the CBCA is the ultimate authority.

    A provision regarding directors' borrowing powers and the delegation of those powers is sometimes used to limit the authority of directors and/or to satisfy lending institutions:

    "If authorized by a by-law which is duly made by the directors and confirmed by ordinary resolution, the directors of the corporation may from time to time:

    1. borrow money upon the credit of the corporation;
    2. issue, reissue, sell or pledge debt obligations of the corporation; and
    3. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired to secure any debt obligation of the corporation."

    This by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.

    "Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation."

    You may include provision for cumulative voting for directors, but only if the number of directors is a fixed number:

    "There shall be cumulative voting for directors."

    You may insert wording similar to the following to increase the majority vote by shareholders:

    "In order to effect any (ordinary and/or special)* resolution passed at a meeting of shareholders**, a majority of not less than % of the votes cast by the shareholders who voted in respect of that resolution shall be required."

    You may specify the foreign form of your corporate name for use outside Canada:

    "It is hereby provided that the corporation may use and may be equally designated by the following form outside Canada: . . . ."

    You may specify voting rights on fractional shares:

    "A holder of a fractional share shall be entitled to exercise voting rights and to receive dividends in respect of said fractional share."

    You may specify that some shareholders have a pre-emptive right:

    "It is hereby provided that no shares of a class of shares shall be issued unless the shares have first been offered to the shareholders holding shares of that class of the share capital of the corporation, and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others."

    Under the CBCA, directors are not required to own shares of the corporation. However, where you do wish to provide for directors to own shares, the following wording is normally used:

    "No person otherwise qualified shall be elected or appointed as a director unless such person beneficially owns at least one share issued by the corporation."

    You may prescribe how shareholders will fill a vacancy on the board of directors:

    "Any vacancy on the board of directors shall be filled by a vote of the shareholders."

    You may specify a quorum of directors:

    "The quorum for any meeting of the board of directors shall be ______________"

    You may provide for special provisions under the laws of Quebec, if the corporation intends to carry on business in the Province of Quebec.  In such case, legal advice from a Quebec-licensed lawyer should be sought.

    Required are:

    1. duplicate copies of Form 4, Articles of Amendment, duly completed; and
    2. a $200 filing fee, payable to the Receiver General for Canada.

    9When should you submit Form 7, Restated Articles of Incorporation

    When a corporation has effected several amendments to its articles, it may later become desirable to consolidate all the amendments with the original articles in one(1) document for the sake of convenience or greater clarity. Directors of a corporation can authorize "restatement" of the articles by completing and filing with the Director duplicate copies of Form 7, Restated Articles of Incorporation. This form is intended to set out the provisions of the articles of incorporation as amended and should not be used to make substantive changes not already previously made by filing articles of amendment.

    Required are

    1. duplicate copies of Form 7, Restated Articles of Incorporation, duly completed; and
    2. a $50 filing fee, payable to the Receiver General for Canada (note no fee is payable when Restated Articles of Incorporation are filed at the same time as Articles of Amendment).

     (See the link to this form in the Resources section of this How-To Brief.)

    10What proof of facts must you submit with your articles of amendment

    There is no requirement that any form of "proof of facts" be submitted with the articles of amendment (such as resolution of directors for a name change or resolution of sharholders for a change of registered office).

    However, the Director is not responsible for verifying that the contents of the articles meet all the requirements of the CBCA; it is the responsibility of the applicant.

    The Director requires written consents to make a name determination where the name of an individual (who is not a director) appears in the corporate name, where the proposed corporation is related to existing businesses with similar names or trade marks or where the proposed corporation has a foreign parent carrying on business in Canada. If you have already submitted the original consent documents during the pre-clearance of the corporate name with the Director, you need not send them with the articles.

    Also remember a director or authorized officer of the corporation must sign each duplicate copy of the forms. Although an obvious item, this is too frequently overlooked, thus making the application for amendment deficient and therefore not acceptable until the deficiency is corrected.

    11What does the Corporations Directorate do

    The Corporations Directorate will check that your articles  are complete and in proper form and that the proposed name is available, if this is one of the items to be amended. If so, the Director will issue a certificate of amendment showing the date of receipt of your articles as the effective date of amendment. If you prefer, you may request a later effective date instead (subject to any maximum advance date imposed by the Director).

    12What happens when an application for amendment is deficient

    Applications bearing deficiencies will be returned  to the applicant with a "deficiency notice" indicating the nature of the deficiency.

    When deficient articles are returned to applicants, the original effective date is forfeited.  The fee will be retained by the Corporations Directorate in anticipation of a further submission of completed articles.  The fee will be returned, however, if you advise the Director in writing that your are withdrawing your application.

    You can request a name determination prior to filing your articles of amendment, or submit your articles with an approved or yet unapproved name.

    Form 4, Articles of Amendment, can be sent to Corporations Canada through one (1) of the following means:

      Address Fees Method of payment Notice of receipt and certificate Service Standards (business days)
    Online Online Filing Center. $200 Credit card: (American Express®, MasterCard® or Visa®) An electronic notice is sent by email. The certificate will be sent by email in PDF format. same or next day
    EMAIL corporationscanada@ic.gc.ca Attach to your email a complete request.
    You must keep the original signed copy with your corporate records.
    $200 Credit card: (American Express®, MasterCard® or Visa®) No notice sent to the sender. Certificate of amendment will be sent by email. 5 days
    FAX 613-941-4803
    You must keep the original signed copy with your corporate records.
    $200 Credit card: (American Express®, MasterCard® or Visa®) No notice sent to the sender. Certificate of amendment will be sent by fax. 5 days
    MAIL

    Corporations Canada

    Industry Canada
    Jean Edmonds Building
    South Tower , 9th floor
    365 Laurier Avenue West
    Ottawa, Ontario K1A 0C8

    $200 Credit card: (American Express®, MasterCard® or Visa®) OR Cheque made out to the Receiver General for Canada No notice sent to the sender. Certificate of amendment will be sent to the applicant by mail. 5 days
    IN PERSON From Monday to Friday, between 8:30 a.m. and 2:30 p.m. at Corporations Canada
    Industry Canada
    Jean Edmonds Building
    South Tower
    9th floor
    365 Laurier Avenue West
    Ottawa, Ontario, K1A 0C8
    There is a maximum of 4 applications.
    $200 Credit card: (American Express®, MasterCard® or Visa®) OR Cheque made out to the Receiver General for Canada OR Cash The applicant will be given the certificate of amendment. immediate


    Name Preapproval can be sent to Corporations Canada through one of the following means:

      Address Fees Service Standards (business days)
    Online Online Filing Center.   N/C 1 day
    FAX 613-941-4803 N/C 5 days
    MAIL Corporations Canada
    Industry Canada
    Jean Edmonds Building
    South Tower
    9th floor
    365 Laurier Avenue West
    Ottawa, Ontario K1A 0C8
    N/C 5 days

    Form 4, Articles of Amendment, is available on Corporations Canada’s website. Instructions appear on the form. Form 4 can also be obtained by telephone at 1-866-333-5556.

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