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How to Amend Articles of Incorporation (Ontario Corporation)

Updated June 2012

This How-To-Brief outlines the steps required to amend articles for corporations incorporated pursuant to the Ontario Business Corporations Act ("OBCA").

1Discuss the rationale with the client for amending the articles


  • The articles of a corporation can be amended to change the name or structure of an existing corporation. For instance, a corporation may want to increase the shares available or change the number of directors for the corporation.
  • It is important to ensure that articles of amendment are required for the changes you are seeking, and not articles of amalgamation, articles of continuance or some other form of fundamental corporate change.
     

Legislative authority to amend the corporation's articles:

Subsection 168(1) of the OBCA permits a corporation to amend its articles as follows:

  1. change its name;
  2. Repealed: 1994, c. 27, s. 71 (20).
  3. add, change or remove any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
  4. add, change or remove any maximum number of shares that the corporation is authorized to issue or any maximum consideration for which any shares of the corporation are authorized to be issued;
  5. create new classes of shares;
  6. Repealed: 1994, c. 27, s. 71 (20).
  7. change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;
    change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;
  8. divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
  9. authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;
  10. authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;
  11. revoke, diminish or enlarge any authority conferred under clauses (j) and (k);
  12. subject to sections 120 and 125, increase or decrease the number, or minimum or maximum number, of directors; and
  13. add, change or remove restrictions on the issue, transfer or ownership of shares of any class or series. R.S.O. 1990, c. B.16, s. 168 (1); 1994, c. 27, s. 71 (20).

See also ss. 168(2)–(6).

2Determine who will propose to amend the articles

  • A registered holder of shares entitled to vote, or a beneficial owner of shares that are entitled to be voted, at an annual meeting of shareholders may, in accordance with s. 99 of the OBCA, make a proposal to amend the articles (OBCA, s. 169(1)).

3Determine what authorizations are required

  • Depending on the nature of the amendment, it will require either a resolution of the directors or a special resolution of the shareholders (see ss. 168 and 170 of the OBCA).

4Amend the articles to effect a name change

  • If seeking to change the name of the corporation you must complete the following:
    • Obtain an Ontario-biased name search report NUANS (Newly Upgraded Automated Name Search)
      • The name search provides a seven-page list of all corporate names, business names and trademarks that have already been incorporated or registered and are similar to the proposed name.
      • NUANS name report must be submitted with the application. The name search will determine whether the name is currently in use or if the name is subject to restriction.
      • If you are changing your name from English to French or French to English you need to perform a name search for each of these searches in each respective language.
      • If you want a numbered name, e.g., 8011782 Ontario Inc., you do not require a name search.
       
    • Resolution of sole shareholder for change of name (see the sample document in the Resources section of this How-To Brief)
     

5File the forms

  • The articles of amendment must be completed in duplicate on Form 3. (See the link to Form 3 in the Resources section of this How-To Brief.)
  • To have the articles of amendment executed, the articles must bear the original signature(s) of an officer or director of the corporation.
  • An original Ontario-biased NUANS name search report must be included if requesting a name change.
  • Include a covering letter providing a contact name, return address and telephone number.
  • Include the filing fee of $150.
  • All documents must be mailed or delivered to
    • Ministry of Government Services
      Companies and Personal Property Security Branch
      393 University Avenue, Suite 200
      Toronto, Ontario
      M5G 2M2
    • 375 University Avenue, 2nd Floor (In Person)
      Toronto, Ontario
     
  • A Form 1, Initial Return/Notice of Change by an Ontario Corporation, must be filed within 15 days after the change(s) take place in the information previously filed. (See the link to Form 1 in the Resources section of this How-To Brief.)

6Consider the time frame for return of the articles of amendment

  • Over-the-counter service for articles of amendment at the Companies and Personal Property Securities Branch of the Ministry of Government and Consumer Services (MGCS) is immediate.
  • For mailing or drop off service, allow two to four weeks for return of the articles. Electronic filing is not available.

Resources

Statutes