When you originally incorporated your business, you provided the name of the corporation, corporate address, directors names and addresses, officers names and addresses along with the officer positions held such as President or Secretary. Over time, when growing and developing your business any of these details can change and require updating with the Province of Ontario. The original Articles of Incorporation never change from what you provided when you initially incorporated. To make business changes, a secondary or subsequent filing is required to update your information and bring it up to date. The importance of keeping corporate records up-to-date with the Province of Ontario is often overlooked, but it is the directors’ responsibility to keep all corporate information current. Any changes to the corporate information, including the following, are completed by filing a Form 1 Notice of Change.
- Change to either the registered head office address or mailing address of the corporation
- Adding a new director including legal name of individual, address and any officer position this individual will also hold such as President or Secretary and when this new director is starting with the corporation
- Removing a current director from the corporation. The legal name and address along with when the person has either been removed or left the corporation will be required, along with any officer positions this person held.
- Modifying a current director’s information. This may be a simple address update for an existing director of the corporation, who may also hold an officer position in the corporation.
What if I want to change the name of my corporation?
If you wish to change the name of your corporation, this is done by filing Articles of Amendment, which is a different application than the changes listed in this blog. We can also assist you to change the name of your corporation. To proceed with this separate filing, please proceed to this link.
Why is it important to file these changes?
It is important to keep the information about your corporation up-to-date for a number of reasons. Corporate records need to be updated within 15 days of any change being made. However, if this time has passed, which often happens, it is still important to file the change and keep the records up-to-date.
Legal service – when there is a legal action taken against a corporation or individuals of a corporation, it is very important to maintain the current address to ensure that, if documents are being delivered, you will receive them. If the address is not current and you do not know a legal service has been sent to you, a judgment can go against you without you having any notice of the legal action. The directors of the corporation have the responsibility to ensure this information is accurate.
Revenue Canada – if there is an issue with the corporation, Revenue Canada may contact the current directors, as listed in their records. It is important to maintain a current director listing.
Banking – if a director is no longer part of a corporation, but had access to or authority over the corporate bank accounts, once the Notice of Change is filed, you can provide this to the bank to remove any authority over the corporate bank account for this removed director.
How do you file?
Manually – you can file the update manually by obtaining a copy of the blank Notice of Change (called a ‘form 1’) and filling it in. You can mail the documents into the Province of Ontario for updating their system.
This system is not recommended, as there is no warranty that the Province has received this information or has made the changes of which you notified them. There are no fees to complete the manual filing and the timeframe for the Province to update your corporate record is typically 9 weeks. If you decide to file the Notice of Change manually, it is important after the 9 week waiting period that you obtain a corporate profile report for your corporation to ensure this filing has been updated by corporate records. To complete a corporate profile, here is the link to do so: https://www.ontariobusinesscentral.ca/forms/corporate-search.php
Online Filings with Corporate Information Updated Same Day
Electronically – You can file the update electronically to your corporate record and have this updated same day. The filing fees to complete the corporate change is $78.25, however, the information is updated in short order and you receive receipt of the changes made to ensure your corporate record is up-to-date and you have a record to pass on to any required third party such as your financial institution.
How do I change directors of an Ontario Corporation?
When you submit your online order with us, you will simply select that you wish to complete an Ontario Corporate Change. Once selected, you will provide the name of the corporation you wish to make the change to, if you are changing the corporate address or mailing address, you simply click that you would like to make that change and update the record with the new address or mailing address. If this information is not changing, you simply scroll down to the director change and click the applicable change for up to 4 directors of adding, removing or modifying a director. You also have the ability to remove the person from all positions or just change the address. If more than 4 individual changes are being made, we offer the ability to provide those additional details to us easily via email.
When your order comes in, the first thing we do is to pull your current corporate information with the Province of Ontario and verify the details provided against the current corporate records. If the corporate record is different than what you have provided to us, we will email you and ask for clarity before proceeding.
Who Can File Changes To The Corporation?
There are no restrictions to whom can file or complete the Form 1 change for the corporation. Most likely, the change or changes are made by a director or officer of the corporation or a third party representative such as an accountant or lawyer who has information to update the records.
Should you have any questions about making changes to your existing Ontario Corporation, please feel free to reach out to our staff for additional information and assistance.
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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.