Notice – Business Corporations Act – Filing Articles of Amendment 1

DRAFT

Notice – Business Corporations Act – Filing Articles of Amendment

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 Articles of Amendment Online

2. Required Documents and Information

3. Documents Issued by the Ministry

4. Supporting Documents – Additional Information

5. Changes to Information

6. General Information

7. Effective Date

8. File Articles of Amendment by Mail

9. Related Legislation

Articles of Amendment must be completed and filed by a business corporation under

the Business Corporations Act (BCA) to add, change or remove provisions to be set out

in its articles (e.g. corporate name, fixed number of directors or minimum/

maximum number of directors, share structure, etc.) in accordance with the

requirements of the BCA, regulations and this Notice.

Filings must be made in the required form and format, and meet all requirements and

technical specifications established by the Director.

For information on how to update officer or director information (e.g. address for service,

date elected/appointed, date ceased to hold office), registered office address and

administrative information (e.g. official email address for the corporation and North

American Industry Classification System (NAICS) business activity code), see Notice –

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

1. How to File Articles of Amendment Online

You can file Articles of Amendment 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.

DRAFT

2. Required Documents and Information

To prepare for filing Articles of Amendment online, have the following documents

and information ready:

1. Corporate name and Ontario Corporation Number (OCN)

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

• Contact information: name, email address

3. If there is a proposed change to the corporate name, an Ontario-biased

or weighted Nuans name search report (not required if the proposed name

is a number name; see below – Nuans Name Search). Keep the report at the

corporation’s registered office, and you will be asked for the following:

• The Nuans report reference number

• The proposed name searched

• The date of the report

4. Date of Articles of Amendment Articles will be dated the date received by

the Ministry in accordance with the applicable requirements unless you

request a future date up to 30 days ahead (see below – Effective Date)

5. Description of amendments to articles Be ready to provide a description of

the amendments to the articles when prompted during the transaction (see

below – Changes to Information)

6. Legal opinion, if required for identical name (see below – Legal Opinion)

• Keep the legal opinion at the corporation’s registered office, and you

will be asked for the lawyer’s contact information and confirmation that

the legal opinion meets the requirements

7. If there is a change in the fixed number or minimum/maximum number

of directors, the new fixed number or minimum/maximum number

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

Important – Additional Required Documents and Information

1. You may also need to obtain consent(s) to the corporate name if required

under the BCA and regulations (see below – Supporting Documents).

2. 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. The corporation must also provide, in accordance with the notice, any supporting

documents, including any required consents, the legal opinion for an identical name (if

required) and the Nuans name search report (if required).

DRAFT

3. Documents Issued by the Ministry

When the Articles of Amendment are completed, you will receive the following

documents by email:

1. The Certificate of Amendment – this is the endorsement of the articles; the

certificate sets out the corporate name, Ontario Corporation Number (OCN),

and effective date

2. Articles of Amendment – this is a 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 Articles of Amendment by Mail.

4. Supporting Documents – Additional Information

Nuans Name Search

If the articles include a proposed change to the corporate name, an Ontario-biased or

weighted Nuans name search report is required unless the proposed name is a number

name. The Nuans report is a list of existing corporate and business names, as well as

trade-marks, that are the same or similar to the name being proposed.

It is the applicant’s responsibility to check the search report for similar or identical

names and to obtain any consent that may be required. Otherwise, this may result in a

lawsuit or the corporation may be the subject of a hearing under the BCA (see Notice –

BCA – Incorporating a Business Corporation).

The Nuans report must be obtained from a private name search company. The Ministry

does not provide this search. Suppliers of Nuans reports may be found online at

www.yellowpages.ca under the heading “Searchers of Records” or you may visit

Innovation, Science and Economic Development Canada’s Nuans site

at www.nuans.com for a list of registered search houses that can assist you with

obtaining a Nuans search report and filing your documents. A Canada (federal) biased

Nuans name search is not acceptable.

The Nuans report cannot be dated more than 90 days prior to the filing of the articles.

For example, articles received by the Ministry on November 28th could be supported by

DRAFT

a Nuans name search report dated as early as August 30th, but not dated earlier. You

may wish to allow for additional time because if the Nuans report expires before the

articles are endorsed, a valid Nuans report must be obtained to complete the filing.

The proposed name searched, the Nuans reference number and the date of the Nuans

report must be filed, and the Ministry will retrieve the report directly.

Legal Opinion

If the corporation is acquiring an identical name in accordance with subsection 5 (2) of

the Names and Filings Regulation under the BCA, a legal opinion is required (see

Notice – BCA – Incorporating a Business Corporation).

Consents

Consents to a name may be required under the BCA and regulations. The corporation is

responsible for obtaining all necessary consents, retaining them at the registered office

and providing them in accordance with any notice from the Director.

5. Changes to Information

Articles of Amendment can be filed to amend (add, change or remove) provisions set

out in a corporation’s articles. For example, the following changes can be made:

1. Corporate Name

If the Articles of Amendment change the corporate name, it is the responsibility of the

corporation to ensure the name complies with the BCA and regulations. If a corporation

wishes to change its name to a number name, a Nuans report is not required. The

Ministry will assign a number followed by “Ontario” as part of the corporation’s name,

and the corporation must select a legal element. For more information on name

requirements, see Notice – BCA – Incorporating a Business Corporation.

A corporation may carry on its business activities under a name other than its corporate

name, provided that the name is registered under the Business Names Act. For more

information on registering the operating name, see Notice – BNA – Registering a

Business Name.

2. Fixed Number of Directors or Minimum/Maximum Number of Directors

A corporation may increase or decrease the fixed number, or the minimum or maximum

number, of its directors as set out in its articles by filing Articles of Amendment in

accordance with subsection 125 (1) of the BCA. Where a minimum and maximum

number of directors of a corporation is provided for the articles, the number of directors

of the corporation shall be determined from time to time by special resolution, or if the

DRAFT

special resolution empowers the directors to determine the number, by resolution of the

directors (subsection 125 (3) of the BCA).

Whenever the number of directors changes within the minimum and maximum number

provided for in the articles, a Notice of Change under the Corporations Information Act

(CIA) must be completed and filed with the Ministry within 15 days after the change. If

any of the directors (or officers) change, a Notice of Change under the CIA must be

completed and filed with the Ministry within 15 days after the change (subsection 4 (1)

of the CIA). See Notice – Filing an Initial Return and Notice of Change – Ontario

Corporations.

3. Share Structure and Other Provisions Set Out in the Articles

Any change to provisions in the Articles of Incorporation, including provisions relating to

shares or other provisions, must be clearly set out in the Articles of Amendment. Clearly

state whether the amendment is to add, remove, replace or change a provision in the

existing articles and identify the sections, paragraphs or sub-paragraphs you are

amending. Be sure to describe the changes, and not set out the amended version. For

example: “the authorized capital of the corporation described in section 3 is amended

by…”

The corporation will be given an opportunity to make amendments under the following

headings:

• Description of changes to restrictions on business or powers (restrictions, if any,

on business the corporation may carry on or on powers the corporation may

exercise)

• Description of changes to classes of shares (the classes and any maximum

number of shares that the corporation is authorized to issue)

• Description of changes to rights, privileges, restrictions and conditions (rights,

privileges, restrictions and conditions, if any, attaching to each class of shares

and directors’ authority with respect to any class of shares which maybe issued

in series)

• Description of changes to restrictions on share transfers (restrictions, if any, on

the issue, transfer or ownership of shares)

• Description of changes to other provisions (other provisions, if any)

Other Changes to Information

The following changes cannot be made by filing Articles of Amendment, but must be

reported to the Ministry:

1. Officer or director information (e.g. address for service, date

elected/appointed, date ceased to hold office, officer title)

2. Registered office address

DRAFT

3. Administration information (e.g. official email address for the corporation,

NAICS business activity code)

Note: A corporation may by resolution of its directors change the location of its

registered office within a municipality or geographic township (subsection 14 (3) of

the BCA). A corporation may also by special resolution change the municipality or

geographic township in which its registered office is located to another place in Ontario

(subsection 14 (4) of the BCA). Whenever a corporation changes its registered office

address, it is required to file a Notice of Change under the CIA.

See Notice – CIA – Filing an Initial Return and Notice of Change – Ontario Corporations

6. General Information

Signature Requirements

The Articles of Amendment 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.

7. Effective Date

When articles 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 Articles of Amendment, 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. You may request a date up to 30 days later than this date.

DRAFT

8. File Articles of Amendment by Mail

To file Articles of Amendment by mail, go online and download the required BCA

Articles of Amendment – Form Number 5261. 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. Articles of Amendment 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

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

• Contact information: name, email address, telephone number

• An official email address for the corporation

5. If there is a proposed change to the corporate name, an Ontario-biased

or weighted Nuans name search report (not required if the proposed name

is a number name; see above – Nuans Name Search). Keep the report at the

corporation’s registered office and file:

• The Nuans report reference number

• The proposed name searched

• The date of the report

6. Date of Articles of Amendment You must select a preferred date; however,

the earliest effective date would be the date the application is received, in

order, by the Ministry. You may choose a future date up to 30 days ahead

(see above – Effective Date)

7. Description of amendments to articles Be ready to provide a description of

the amendments to the articles (see above – Changes to Information)

8. Legal opinion, if required for identical name (see above – Legal Opinion)

• Keep the legal opinion at the corporation’s registered office, and you

will be asked for the lawyer’s contact information and confirmation that

the legal opinion meets the requirement

9. If there is a change in the fixed number or minimum/maximum number

of directors, the new fixed number or minimum/maximum number

10. 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

Important – Additional Required Documents and Information

You may also need to obtain consent(s) to the corporate name if required under the

BCA and regulations.

DRAFT

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. The corporation must also provide, in accordance with the notice, any supporting

documents, including any required consents, the legal opinion for an identical name (if

required) and the Nuans name search report (if required).

Mailing Address

Ministry of Government and Consumer Services

Central Production and Verification Services Branch

393 University Avenue, Suite 200

Toronto, Ontario M5G 2M2

When the Articles of Amendment 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. You may request a

date up to 30 days later than this date.

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

800-361-3223.

DRAFT

9. 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.