Notice – Business Corporations Act – Filing Restated Articles of

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Incorporation

Effective Date: This Notice is to be effective on the day that subsection 40 (1) of

Schedule 6 to the Cutting Unnecessary Red Tape Act, 2017 comes into force.

1. How to File Restated Articles of Incorporation Online

2. Required Documents and Information

3. Documents Issued by the Ministry

4. General Information

5. Effective Date

6. File Restated Articles of Incorporation by Mail

7. Related Legislation

Restated Articles of Incorporation under the Business Corporations Act (BCA) are filed

to consolidate all amendments and the original articles into one set of articles. Restated

Articles of Incorporation supersede the original articles of incorporation and all

amendments made to them (subsection 173 (4)). The directors of the corporation may

restate the articles of incorporation as amended at any time, and must do so when

required by the Director under the BCA (section 173). A corporation is not permitted to

restate its articles under section 173 unless the articles are in conformity with the BCA

(subsection 277 (3)). Filings must be made in the required form and format, and meet all

requirements and technical specifications established by the Director.

1. How to File Restated Articles of Incorporation Online

You can file Restated Articles of Incorporation online if you received a company key

giving you authority over the corporation (see Notice – Company Key). You can file

directly with the Ministry of Government and Consumer Services (Ministry) through

ServiceOntario at our website www.ontario.ca/businessregistry.

You must use a valid and up-to-date ServiceOntario online account to complete and file

this application electronically with ServiceOntario. You may save drafts prepared online

for up to 90 days before filing; however, it is your responsibility to ensure that time

sensitive documents such as Nuans reports are filed before they expire, and that

requested effective dates are valid. ServiceOntario has no access to your drafts until the

application is filed.

2. Required Documents and Information

To prepare for filing Restated Articles of Incorporation, have the following

documents and information ready:

1. Corporate name and Ontario Corporation Number (OCN)

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2. Administrative information (not shown on public record)

• Contact information: name, email address

3. Date of Restated Articles of Incorporation Articles will be dated the date

received by the Ministry in accordance with the applicable requirements. A

future date is not permitted (see below – Effective Date)

4. Restrictions on the business of the corporation, or powers the

corporations may exercise, as set out in the Articles of Incorporation and

all amendments made to them

5. Share structure and any restrictions on share transfers, as set out in the

Articles of Incorporation and all amendments made to them

6. Other provisions, if any, as set out in the Articles of Incorporation and all

amendments made to them

7. Be ready to confirm the following required statement: These Restated

Articles of Incorporation correctly set out, without any change, the

corresponding provisions of the Articles of Incorporation as amended and

supersede the original Articles of Incorporation and all amendments made to

them

8. A valid credit or debit card ready to pay the filing fee

Note: You are not required to provide information such as the corporation’s registered

office address, NAICS business activity code, director/officer information, etc. because

this information is in the Ministry records, based on the most recent filings by the

corporation. If the information has changed, you must file a Notice of Change before

filing Restated Articles of Incorporation. For more information, please see Notice – CIA

– Filing an Initial Return and Notice of Change – Ontario Corporations.

Important – Additional Required Documents and Information

During the transaction, you will be prompted to print or save a PDF copy of the articles

to have it signed by an officer or director of the corporation prior to filing (see below –

Signature Requirements). Manual signatures or electronic signatures are permitted (see

Notice – Filing Methods and Requirements).

Note: The corporation must keep a properly executed version of the articles, including

records related to an electronic signature if signed by electronic signature, at the

corporation’s registered office address in paper or electronic format and, if required by

notice from the Director, provide a copy of the executed version, including any records

related to an electronic signature, to the Director within the time period set out in the

notice.

3. Documents Issued by the Ministry

When the Restated Articles of Incorporation are completed, you will receive the

following documents by email:

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1. The Restated Certificate of Incorporation – this is the endorsement of the

articles; the certificate sets out the corporate name, Ontario Corporation

Number (OCN), and effective date

2. Restated Articles of Incorporation – this is the copy of the official articles

recorded by the Ministry, endorsed with the above-mentioned certificate

3. Payment receipt

4. Terms and conditions for online filing

These documents will be emailed to the official corporation email address provided and

to the contact person specified. Terms and conditions must be agreed to by the

person(s) signing or otherwise authorizing the filing, and any person(s) acting on their

behalf (the “authorizer(s)”) and by the corporation and is a mandatory requirement for

filing.

To file by mail, see below – File Restated Articles of Incorporation by Mail.

4. General Information

Signature Requirements

The Restated Articles of Incorporation must be signed by an officer or director of the

corporation. Set out the name and position of the signatory (see Notice – Filing Methods

and Requirements).

Single Name

If your legal name is a single name (where your culture has a tradition of single names)

and you need to enter that single name on a form, please call ServiceOntario at 416-

314-8880 or toll-free at 1-800-361-3223 for more information.

Legal Advice

Please be advised that the Ministry cannot give legal advice. For further assistance or

legal information, please consult private legal counsel.

If you need a lawyer, you may wish to contact the Law Society Referral Service (LSRS).

The LSRS is a program of the Law Society of Ontario which offers up to one half-hour of

free legal consultation. Information about how to be referred to a lawyer through the

LSRS is available at www.lsrs.info. If you would like to be referred to a lawyer, you may

submit a request to the LSRS by completing the online request form at

www.lawsocietyreferralservice.ca.

Please refer to the BCA for details governing business corporations in Ontario.

The BCA is available at www.ontario.ca/laws.

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5. Effective Date

When Restated Articles of Incorporation are filed with the Ministry, they are endorsed

with a certificate and are effective on the date set out in the certificate in accordance

with section 273 of the BCA. The date of any certificate issued will be the date the

Restated Articles of Incorporation, other required documents (if any) and the required

fee are received by the Ministry in accordance with signature and filing requirements

under the BCA, the regulations and the Director’s requirements.

6. File Restated Articles of Incorporation by Mail

To file Restated Articles of Incorporation by mail, go online and download the required

BCA Restated Articles of Incorporation – Form Number 5263. You will be required to

provide the email addresses noted below.

You must complete this form on a computer, print it, and obtain the appropriate

signatures, and mail it to the Ministry at the address below with your payment. You will

need:

1. Restated Articles of Incorporation One set of completed articles in

approved form (see above link), signed by a director or officer of the

corporation (see above – Signature Requirements). Manual signatures or

electronic signatures are permitted (see Notice – Filing Methods and

Requirements)

2. Company key giving you authority over the corporation

3. Corporate name and Ontario Corporation Number (OCN)

4. Administrative information (not shown on public record):

• Contact information: name, email address, telephone number

• An official email address for the corporation

5. Date of Restated Articles Incorporation You must select a preferred date;

however, the earliest effective date would be the date the application is

received, in order, by the Ministry. A future date is not permitted (see above –

Effective Date)

6. Any restrictions on the business of the corporation, or powers the

corporations may exercise, as set out in the Articles of Incorporation and

all amendments made to them

7. Share structure and any restrictions on share transfers, as set out in the

Articles of Incorporation and all amendments made to them

8. Other provisions, if any, as set out in the Articles of Incorporation and all

amendments made to them

9. Fee Make cheque payable to the Minister of Finance. There will be a service

charge payable for any cheques returned as non-negotiable by a bank or

financial institution

Note: You are not required to provide information such as the corporation’s registered

office address, NAICS business activity code, director/officer information, etc. because

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this information is in the Ministry records, based on the most recent filings by the

corporation. If the information has changed, you must file a Notice of Change before

filing Restated Articles of Incorporation. For more information, please see Notice – CIA

– Filing an Initial Return and Notice of Change – Ontario Corporations.

Important – Additional Required Documents and Information

Note: The corporation must keep a properly executed version of the articles, including

records related to an electronic signature if signed by electronic signature, at the

corporation’s registered office address in paper or electronic format and, if required by

notice from the Director, provide a copy of the executed version, including any records

related to an electronic signature, to the Director within the time period set out in the

notice.

Mailing Address:

Ministry of Government and Consumer Services

Central Production and Verification Services Bran

393 University Avenue, Suite 200

Toronto, Ontario M5G 2M2

When Restated Articles of Incorporation are completed, you will receive your

documents by email (see above – Documents Issued by the Ministry).

Returned Applications

If your application is handwritten, missing the company key, required payment or email

address, or if the wrong form is used, it will not be processed and will be returned to you

by regular mail. Forms must be on 8.5” x 11” letter size paper.

If the form is missing any other required information or has not been properly

completed, the Ministry will cease processing the application and will return the

application for correction electronically to the email address provided on the form. A link

will be provided to the electronic business registration system, where you must

complete the transaction electronically. It is your responsibility to review the entire

application, and to ensure that all data is accurate and meets the requirements of the

BCA and regulations. You are also responsible for obtaining the required signatures,

whether manual signatures or electronic signatures, when prompted during the

electronic transaction. This will be considered a new application filed in an electronic

format.

The effective date of returned applications that are resubmitted to the Ministry will be

the date they are received by the Ministry in accordance with the requirements for filing

under the BCA, the regulations and the Director’s requirements.

If you have questions, please contact ServiceOntario at 416-314-8880 or toll-free at 1-

800-361-3223.

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7. Related Legislation

Business Corporations Act

Note: This Notice is to be subject to change or revocation by further Notice. This Notice

is to be made pursuant to the BCA and regulations. Requirements of the Director are to

be established pursuant to sections 271.2 and 272.2 of the BCA.