Can the Articles of Incorporation in Ontario be changed?
One of the most important items provided with incorporating a business and having Articles of Incorporation is that any and all of the information provided within the original incorporation can be changed.
The changes available are as follows:
- Change the name of the corporation
- Change the structure of the corporation including classes or shares, restrictions provisions of corporation
- Change the minimum and maximum number of directors allowed within the corporation
- Add or remove a directors information
- Add or remove officers information
- Change the corporate address
- Change the directors address
- Change the officers address
How are these changes made?
We often hear the misconception that when you make any of the above noted changes to a corporation that the original Articles of Incorporation are changed to reflect the updates. This is not true. The original Articles of Incorporation are never changed. Consider them as being carved in stone from their incorporation date.
Any change that occurs with the Articles of Incorporation becomes a subsequent or secondary document, therefore the new document becomes a secondary document to the Articles of Incorporation.
To make the following changes
- Change corporate address
- Corporate mailing address
- To add or remove a director
- To change the address of current directors/officers
A Notice of change is required. This can be filed either manually or electronically.
The Notice of Change (Form 1) is available to be filled in manually and filed with the Province of Ontario. The Notice of Change (Form 1) can be mailed to the Provincial office at 2nd Floor, 393 University Avenue, Toronto, ON M5G 1T6. The information can take anywhere between 9 to 12 weeks to be updated and the Province does not confirm the filing has been completed.
The electronic filing can be completed by providing the details of change of the corporation to a private company who is linked to the Province of Ontario. The change occurs typically same day or next business day and an electronic receipt is provided to show the updated information. This allows individuals to use the updated information very quickly.
If you would like us to update your corporate records, the link to assist is provided below
Ontario/Federal Corporate Address Change
To make the following changes
- Change the business name of the corporation
- Change the structure of the corporation
- Change the minimum and maximum number of directors
These changes are all completed through a document filing called Articles of Amendment. The document is delivered to the Province of Ontario and filed manually however you may use a private company to prepare and file the documents on your behalf. The Articles of Amendment require the original signature of a current director of the corporation for the filing to be completed.
If you would like us to update your corporate record and file the Articles of Amendment, the link to assist is provided below
Once the changes have taken place, these can be added to your corporate records. If necessary, you can provide the update to your financial institute, Revenue Canada or any other agency requiring the change. Either one of these filings does not remove the history of your Articles of Incorporation but is a change to those records and may be attached as a supplementary document to the original Articles of Incorporation.
Ontario Business Central Inc. has been assisting individuals who wish to update their corporate records since 1992.
If you have any questions, please feel free to contact our office for any clarification or assistance you may require.
Office Hours: 9:00am – 5:00pm
Monday – Friday E.S.T.
Ontario Business Central Inc. is not a law firm and cannot provide a legal opinion or advice. This information is to assist you in understanding the requirements of registration within the chosen jurisdiction. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional.