Record a Change of Shareholders
Update your corporation's shareholder register and issue a new share certificate when shares are transferred, redeemed, or newly issued. This is an internal corporate-records update, not a government filing.
$149 CAD + applicable tax. Updated within 2 business days.
Your Corporation
Tell us which corporation's shareholder register is being updated.
Record a change of shareholder in your corporate records
Korporex updates the shareholder records of Ontario (OBCA) and federal (CBCA) corporations when shares are issued, transferred, redeemed or cancelled. You describe the transaction, and we update the corporation's register of shareholders and prepare the new share certificate. Unlike a director change, this is an internal corporate records update: neither Corporations Canada nor the Ontario Business Registry keeps a public list of shareholders, so no notice of change is filed. Our guide to the corporate minute book explains where the share register and certificates are kept.
Who this service is for
- Corporations bringing in a new shareholder through an issuance of new shares.
- Shareholders selling or gifting shares to another person or to a holding company.
- Corporations buying back (redeeming) shares or cancelling shares.
What we prepare and what you confirm
We record the transaction in the register of shareholders, with the share class, the number of shares, the consideration and the effective date, and we prepare the new share certificate. You confirm that the transaction was approved as the corporation's articles, by-laws and any shareholder agreement require. Under both statutes, new shares are issued by the directors, subject to the articles, the by-laws and any unanimous shareholder agreement. The articles of many private corporations also restrict share transfers, for example by requiring the consent of the directors, and a shareholder agreement can add its own conditions.
What you need
- The corporation's exact legal name and its corporation number (federal) or Ontario Corporation Number (OCN).
- The type of change (issuance, transfer, redemption or cancellation), the share class as named in the articles, and the number of shares.
- The name and address of each party: the person or corporation giving up the shares, the one receiving them, or both.
- The consideration paid, if any, and the effective date.
Significant control registers and deadlines
A change in shareholdings can also change who has significant control over the corporation. Federal corporations must record changes in their register of individuals with significant control within 15 days after becoming aware of them, and Corporations Canada requires the updated information to be filed within 15 days of any change to that register. Ontario corporations must record new information in their register within 15 days after becoming aware of it; Ontario does not currently require that register to be filed with the registry. These obligations are separate from the share register update described above. If the new owner is also joining the board, the change of director filing is a separate government filing with its own 15-day deadline.
Changing shareholders: common questions
Do I have to file a share transfer with the government?+
Not as a notice of change. Corporations Canada and the Ontario Business Registry do not keep a public list of shareholders, so a share transfer is recorded in the corporation's own securities register and share certificates. A federal corporation may still have to file updated significant control information with Corporations Canada if the transfer changes its register of individuals with significant control.
What is the difference between an issuance and a transfer?+
In an issuance, the corporation creates new shares and issues them to a person, usually for money, property or past services, which increases the number of shares outstanding. In a transfer, an existing shareholder sells or gives shares to someone else, and the total number of shares outstanding does not change.
Who approves a new issuance of shares?+
The directors. The CBCA and the OBCA both provide that shares may be issued at such times, to such persons and for such consideration as the directors determine, subject to the articles, the by-laws and any unanimous shareholder agreement. The approval is normally documented by a directors' resolution kept in the minute book.
Does a share transfer have tax consequences?+
It can. A sale or gift of shares may trigger a capital gain for the person transferring them, and transfers between related persons or to a holding company have their own tax rules. Korporex records the transaction in the corporate records; the tax treatment is a question for an accountant or tax lawyer.
Korporex is not a law firm and does not provide legal advice. This page is general information about recording share issuances and transfers; for advice on your specific situation, including the tax consequences of a transfer, consult a lawyer or accountant.
Learn before you file
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