How Can I Make Changes to Existing Ontario Corporation?

making company changes

Originally Published: May 13, 2015

Often people don’t realize how important it is to keep corporate records up to date with the Province of Ontario. It is the responsibility of the directors or officers of either a profit or not for profit corporation to update the record with the Province of Ontario any time there is a change.  Filing for changes can also be completed by a third party who has knowledge of the corporation, such as a trusted lawyer or accountant.

The update to your corporate record is to be made within 15 days of any change. However, if this time has passed, which often happens, it is still important to file and keep the records up to date as soon as possible. An Initial Notice is the first required update for an Ontario corporation, and is due within 60 days of incorporation, amalgamation, or continuance into Ontario. After the Initial Notice filing is completed, many changes to an Ontario Incorporation would be completed by filing a Notice of Change. This can include adding or ceasing directors, updating addresses, and making changes to officer positions like President, CEO, or CFO to maintain corporate compliance. An Ontario Corporate Amendment allows for changes to the corporation’s name, share structure, and the minimum or maximum number of directors. 

The changes may be any or all of the following and will be available as a public record:

  • Change head office for an incorporated company
  • Add director/s to the corporation
  • Remove director/s from corporation
  • Modify director/s address or position
  • Add officer position/s
  • Remove officer position/s
  • Change officer position of existing officer

Common Reasons to Make Changes to Your Ontario Corporation 

If you want to make changes in a corporation in Ontario, the process may raise several questions. Whether it’s about changing the corporation name, adding or removing directors, updating addresses, or adjusting corporate structure, the processes are streamlined to ensure compliance and operational efficiency. Here are answers to the most common queries:

How to Add a Director to a Corporation in Ontario?

To add a new director, the corporation must provide the individual’s legal name and address and confirm whether the person is a Canadian Citizen or Permanent Resident. This process is completed electronically with the Province of Ontario and can be done on a same-day basis. You will need to verify that your maximum number of directors allows for this change.

How to Remove a Director from Ontario Corporation?

Removing a director involves updating the corporation’s records to reflect this change. Similar to adding a director, this process can be swiftly handled online and is effective immediately upon filing. You will need to verify that your minimum number of directors allows for this change.

How to Add a Shareholder to a Corporation in Ontario?

The corporation’s board and head office must approve the addition of a shareholder. Following approval, shares are issued and recorded in the corporate share register. The new shareholder may also need to sign a shareholder agreement. This is essential to ensure compliance with legal and regulatory requirements, including any necessary adjustments to corporate filings and articles of amendment. These documents are not filed with the Ministry but would be kept track of internally by the corporation.

How Do I File an Annual Return?

Filing an Annual Return is mandatory for Federal and Ontario corporations and are required each year. It ensures your corporation remains in good standing and has a good public record. It must be done on the anniversary of incorporation with Corporations Canada, or Service Ontario respectively. It is a quick and easy filing with same day processing available. Failure to file on time can lead to cancellation of your corporation.

How to Change a Corporation Name?

A Corporate Amendment in your jurisdiction is required to change a corporation’s name.  This filing completes legal renaming, which is essential for seamless continuity of your business. Once the name change is completed, you may wish to order a Profile Report to ensure updated information is available for marketing endeavors, updating records with financial institutions, Canada Revenue Agency, and clients. A new NUANS name search and report is also required in certain circumstances to change the corporation’s name.

notice of change

Why is it Important to File These Changes? 

It is important to keep the corporation information up to date on your Ontario corporation for a number of reasons.

  • Legal Service – If 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 judgement can go against you without you having any notice of the legal action. It is the responsibility of the directors to ensure this information is accurate.
  • Canada Revenue Agency – If there is an issue with the corporation, Revenue Canada may contact the current directors as listed to them. It is important to maintain a current director listing.
  • Banking – If a director who previously had access/authority to a bank account is removed from the corporation, a Notice of Change can be filed to remove them from the Board of Directors, and a Profile Report can be subsequently ordered to assist in removing them from the corporate bank account. 

How Do You File? 

Here are some ways to make changes in a corporation in Ontario:

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 and change form into the Province of Ontario for updating their system.

Download a blank Form 1 Notice of Change

This system is not recommended as there is no guarantee that the Province has received this information or made the changes you notified them of. There are no fees to complete the manual filing and the timeframe for the Province to update your corporate record is typically 9 weeks.

Electronically – You can file the update electronically to your corporate record and have this updated within a day or two. There are fees to complete electronically 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.

Order Your Notice of Change

A Final Say!

Keeping an Ontario corporation’s records up to date is not just a regulatory requirement—it’s a strategic necessity. Whether you’re changing the corporation name, updating director information, or making other significant changes, timely updates ensure legal compliance and operational efficiency. For Ontario incorporation and to update corporation information, utilize our services to make these changes swiftly and accurately, safeguarding your corporation’s integrity. Also, we can help you with annual and initial returns, changing business names, trade names, provincial extra-provincial matters, and more. For further guidance contact Ontario Business Central today.

inquiries@ontariobusinesscentral.ca
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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.