Amend Your Articles of Incorporation
File Articles of Amendment to change your corporation's legal name, share structure, restrictions, number of directors, or other matters set out in the original Articles of Incorporation.
$199 CAD + applicable tax + government filing fees (pass-through). Filed within 3 business days.
Your Corporation
Tell us which corporation's Articles you're amending.
File Articles of Amendment online
Korporex prepares and files Articles of Amendment for federal (CBCA) and Ontario (OBCA) corporations. Articles of Amendment change what is set out in a corporation's articles: its name, its share classes and the rights attached to them, the number of directors, restrictions on its business, and other provisions. You describe the change in plain language, and we draft the formal amendment wording and file it with Corporations Canada or the Ontario Business Registry. For background on what the articles contain, read our guide on what articles of incorporation are.
Who this service is for
- Corporations changing their legal name, including from a numbered name to a word name.
- Corporations adding, removing or reorganizing share classes, or changing the voting, dividend, redemption or other rights of existing classes.
- Corporations changing the fixed number, or the minimum and maximum number, of directors set out in their articles.
- Corporations adding or removing restrictions on the business they may carry on, or changing other provisions of their articles.
What we file and what you confirm
For a federal corporation, we prepare Form 4, Articles of Amendment, under section 173 of the CBCA. For an Ontario corporation, we prepare Articles of Amendment under section 168 of the OBCA. You identify the corporation, select the types of change, describe the amendment and give the effective date you want, which must be on or after the filing date. You also confirm that the shareholders have passed a special resolution authorizing the amendment and give the date of that resolution.
Key requirements
- An amendment to the articles is authorized by special resolution of the shareholders, meaning at least two-thirds of the votes cast. Holders of a class or series of shares can also be entitled to vote separately on an amendment that affects that class or series.
- A new word name needs a NUANS name search report: federally, a report dated within 90 days of filing, unless the name is a numbered name; in Ontario, an Ontario-biased report, unless the name is a number name.
- The number of directors in the articles must respect the statutory minimum: at least one director, or at least three for a federal distributing corporation or an Ontario offering corporation.
- Government filing fees: $200 to file online with Corporations Canada, with some amendments free, such as adding an English or French version of the name; $150 in Ontario.
- A change of directors or officers is reported by a notice, not by Articles of Amendment.
If the only change is the corporate name, our change of name service is built for that filing. A proposed name can be checked in advance with a NUANS name search report, and our guide on named vs numbered corporations explains the two naming options.
Articles of Amendment: common questions
What approval is needed to amend the articles?+
A special resolution of the shareholders, which is a resolution passed by at least two-thirds of the votes cast, or signed by all shareholders entitled to vote. Some amendments, such as changes to the rights of a class of shares, also give that class a separate vote. The resolution is passed before the Articles of Amendment are filed.
What does it cost in government fees to amend the articles?+
Corporations Canada charges $200 to file Articles of Amendment online. Some federal amendments are free, such as adding an English or French version of the corporate name or a name change directed by Corporations Canada. Ontario charges $150 to file Articles of Amendment. These government fees are separate from Korporex's service fee.
Is a NUANS report required to change the corporate name?+
Yes, for a new word name. Federally, the Articles of Amendment must be accompanied by a NUANS report dated no more than 90 days before Corporations Canada receives them; a numbered name needs no report. In Ontario, a name change to a name that is not a number name requires an Ontario-biased NUANS report.
Are Articles of Amendment needed to change the directors?+
Not to change who the directors are. A change of directors or officers is reported to the registry by a notice. Articles of Amendment are needed when the change concerns something set out in the articles themselves, such as the minimum and maximum number of directors, the share structure or the corporate name.
When does the amendment take effect?+
On the date shown on the certificate of amendment issued by the registry. The order form asks for the effective date you want, which must be on or after the filing date. From that date, the amended provisions form part of the corporation's articles.
Korporex is not a law firm and does not provide legal advice. This page is general information about the Articles of Amendment filing; for advice on your specific situation, including the tax effect of a share reorganization, consult a lawyer or accountant.
Learn before you file
Related guides
Compliance & Maintenance
Articles of Amendment in Ontario: When You Need Them and How to File
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