Originally Published: July 17, 2017
If you have an existing corporation and have decided to change the name of the corporation, the process to do this is fairly simple to complete.
What changes can be made with Articles of Amendment?
- Name of Corporation
- Corporate Structure
- Number of Directors
The fee to file Articles of Amendment remains the same whether you choose to complete one, two or all three of these updates. It’s a great time to look at your original incorporation overall to review to see if any changes outside of one suits your purposes.
What do I need to do to change the name of my corporation?
When you originally incorporated your company, you completed the Articles of Incorporation to do so. Now that you wish to change the name of your corporation, a secondary filing is required called the Articles of Amendment. This legal document allows you to change the existing name of your corporation to a new business name. The original Articles of Incorporation never change.
You have three options
- Change the name of the corporation to a numbered corporation
- Change the name of the corporation to a new name for the corporation
- Change from a numbered corporation to a named corporation
How do I change to the numbered company?
If you currently have a named corporation and wish to change to the more generic numbered company, we can assist you to do this easily online.
You can provide the existing name of the corporation and simply choose which legal ending you would like for the corporation as a numbered corporation. Many individuals keep the original legal ending as they had with the named corporation however you can change it to another. The legal ending option consist of Limited, LTD., Incorporation, INC., Corporation or Corp.
We will be able to pull your current corporate record as part of our services to ensure the corporation is active and up-to-date.
When the Articles of Incorporation were originally filed, the corporation had a corporate number attached even if you called the corporation by name. If you have a copy of the Articles of Incorporation, the number for the corporation is displayed in the top right corner of the certificate (first page) of the articles. When moving to a numbered company, a new number is not provided but the original number already in place from the original incorporation documents will be used.
Don’t worry, if you don’t have the original Articles of Incorporation, we will be able to find the number when searching the corporate record for this business as part of our Articles of Amendment service.
When the Articles of Amendment are completed, the named corporation becomes part of the history of the corporation and the numbered company becomes the present and future name of the corporation.
How Do I Change to a New Named Corporation?
The most common reason Articles of Amendment are filed is to change the corporate name to a new corporate name. Often the original name of a corporation no longer benefits the activity or direction of the corporation and changing the name of the corporation is an easy solution to obtaining a business name more suitable to corporate identity while maintaining the history and continuity of the corporation.
By changing the name of the corporation, the corporation continues to have name protection for the new name of corporation. For many, having the name protection is vital as the corporate name is considered an asset to the corporate brand.
You will provide to us the original name of the corporation as well as the proposed new name for the corporation. We will automatically complete a NUANS preliminary search to ascertain if the name is available and if it is, the NUANS report is ordered and the completion of the Articles of Amendment begins. When the proposed new name for the corporation is not available you can provide a new name at no additional cost or opt out to complete the Articles of Amendment.
There is an alternate option to changing the name of the corporation where you can file a Trade Name or DBA under the corporation and operate a second business name while maintaining the current corporate name of the corporation. The disadvantage to a trade name is that it doesn’t have the name protection component as a corporate name has and requires renewal every five years. The benefits are that it is a cheaper option and allows the corporation to continue with the original name of the corporation.
How Do I Change from a Numbered Company to a Named corporation?
The information is basically the same as provided in the last question and answer. You will need to have the current corporate number for the corporation. If you are not sure of what the corporate number is, look for the original Articles of Incorporation or contact The Revenue Canada Agency as the corporation will be attached to a directors personal tax information.
A NUANS preliminary search and NUANS report will be completed if the new corporate name is available. The NUANS is required when changing to a named corporation. With an available name for the corporation, we will file the Articles of Amendment along with the NUANS report to change the corporation. Once completed, your business will have the new identity as a named corporation.
How Do I Change the Structure of the Corporation?
The original corporate structure is listed within the Articles of Incorporation. Usually a structure change occurs when a corporation wishes to gain a more robust share structure such as moving to multiple share classes from a single class of shares. This is usually brought on due to a growth or change within the organization.
When filing the Articles of Amendment with Ontario Business Central, you will need to provide the specific details of the structure change or changes you wish to make from the original share structure. It may be any of these specific changes or an overall change to each item.
- Restrictions on Business Activity
- The Classes and any maximum number of shares
- Rights, Privileges and restrictions of shares
- The Issue, transfer or ownership of shares
- Other provisions
When filing the Articles of Amendment, you can update any or all of these details to transform the corporation to a new structure. The previous structure becomes historical information for the corporation.
How Do I Change The Number of Directors?
When the original Articles of Incorporation were completed, the filing would have included the minimum and maximum number of directors. If, at any point the corporation wishes to either have a lesser or greater number of directors than originally provided, this list needs to be updated to include either a broader or limited selection of overall directors.
Since the new Ontario Business Registry launched, the province has enabled the details of the directors listing both minimum and maximum or fixed number when filing other documentation such as a Notice of Change. This has added a secondary layer to updated director changes outside of the original parameters. When the number of directors it outside of the minimum and maximum number of directors originally listed, the province will decline the subsequent filing.. Updated filing such as a Notice of Change for a director change is the most common corporate update. Historically, the province wasn’t aware of any discord between the minimum and maximum number or fixed number of directors and a notice of change filing. For many in the legal community, this is an unexpected additional filing with the Province when a simple addition to the directors list was all that was anticipated.
To give some clarity, as an example, the original incorporation filing provided the minimum number of directors as one and the maximum number of directors as three. Now a forth director is being added to the corporation by filing a Notice of Change. The Province reviews the original incorporation parameters and determines that the fourth director is not alloted within the original parameters established originally. The update is refused by the province and now articles of amendment are required to change the minimum and maximum or fixed directors to align with the number of directors listed.
At Ontario Business Central Inc., have been assisting clients for 30 years to complete name changes to their corporation.
We offer other services are available to make changes to existing businesses including:
- Ontario Not For Profit Corporate Change
- Federal Not For Profit Corporate Change
- Sole Proprietorship, General Partnership Change
If we can be of assistance, please feel free to reach out to our staff 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.