A corporation's articles are not fixed forever. When an Ontario corporation needs a new name, a different share structure or a different number of directors, it changes its articles by filing Articles of Amendment under section 168 of the Ontario Business Corporations Act. Here is what can be changed, what approval is needed first, and how the filing works.
What Articles of Amendment change
Articles of Amendment change what is set out in the articles of incorporation themselves. The most common amendments are:
- Changing the corporate name, including from a numbered name to a word name.
- Adding, removing or reorganizing share classes, or changing the voting, dividend, redemption or other rights attached to them.
- Changing the fixed number, or the minimum and maximum number, of directors.
- Adding or removing restrictions on the business the corporation may carry on, or changing other provisions of the articles.
The approval: a special resolution
Before anything is filed, the shareholders must authorize the amendment by special resolution. That means a resolution passed by at least two-thirds of the votes cast at a meeting, or signed by all the shareholders entitled to vote. Where an amendment affects a particular class or series of shares, such as a change to its rights, the holders of that class or series can also be entitled to vote on it separately.
Keep the signed resolution in the corporation's minute book. The filing reports that the resolution was passed and its date, and the minute book is where that resolution lives afterwards.
Name changes and NUANS
Changing to a new word name needs an Ontario-biased NUANS name search report for that name. A federally biased report is not accepted in Ontario. Changing to a number name needs no report. Our guide on the Ontario NUANS report explains how to order one and what to enter when filing.
Changing the number of directors
If the amendment changes the number of directors in the articles, the new number must respect the statutory minimum: at least one director, or at least three for an Ontario offering corporation. The articles can set a fixed number or a minimum and a maximum.
Filing, fee and effective date
Articles of Amendment for an Ontario corporation are filed through the Ontario Business Registry. The government fee is $150. The amendment takes effect on the date shown on the certificate of amendment, and from that date the amended provisions form part of the corporation's articles.
| Step | What happens |
|---|---|
| 1. Decide the change | Identify exactly which provision of the articles is changing and draft the new wording. |
| 2. NUANS (name changes only) | Order an Ontario-biased NUANS report for a new word name. |
| 3. Special resolution | Shareholders approve by at least two-thirds of the votes cast, with separate class votes where required. |
| 4. File | Submit Articles of Amendment through the Ontario Business Registry and pay the $150 fee. |
| 5. Update records | Place the certificate of amendment and the resolution in the minute book. |
Federal corporations
A federal corporation amends its articles under section 173 of the Canada Business Corporations Act instead, by filing Form 4 with Corporations Canada. The federal fee is $200 to file online, and some federal amendments are free, such as adding an English or French version of the name.
Getting it done
Korporex prepares and files Articles of Amendment for Ontario and federal corporations: you describe the change in plain language, and the formal amendment wording is drafted and filed for you. If the only change is the name, the change of name service is built for that filing, and a proposed name can be checked first with a NUANS report.
Korporex is not a law firm and this guide is general information, not legal advice. A share reorganization in particular can have tax consequences, so talk to a lawyer or accountant about your corporation's specific situation.
Frequently asked questions
How much does it cost to file Articles of Amendment in Ontario?+
The Ontario government fee is $150. A federal corporation pays $200 to file online with Corporations Canada, with some federal amendments free. A filing service charges its own fee on top.
What approval is needed to amend the articles?+
A special resolution of the shareholders: at least two-thirds of the votes cast, or signed by all shareholders entitled to vote. A class or series of shares affected by the amendment can also get a separate vote.
Do I need Articles of Amendment to change directors?+
No. Changing who the directors are is reported by a Notice of Change. Articles of Amendment are only needed to change something in the articles, such as the minimum and maximum number of directors.
Do I need a NUANS report to change my corporation's name in Ontario?+
Yes, for a new word name: an Ontario-biased NUANS report is required. A change to a number name needs no report.
When does the amendment take effect?+
On the date shown on the certificate of amendment issued by the registry.