5261E_Instruction (2024/02) © King's Printer for Ontario, 2024 Disponible en français Page 1 of 5
Ministry of Public
and Business Service Delivery
Instructions for Completing the BCA
Articles of Amendment
Before You Begin
Please consider applying online at Ontario.ca/BusinessRegistry because it is better, easier and faster for you.
Benefits of applying online include: a faster response, getting immediate notice that your application was received,
ability to use a debit or credit card and being able to check the progress of your application online.
If you prefer to complete this form, you must complete it on a computer. The form is dynamic – it changes depending
on how you answer questions. You can save the form but can’t print it until you complete all mandatory fields – they
are marked with an asterisk (*).
Articles of Amendment under the Business Corporations Act (BCA) must be completed and filed by an Ontario
business corporation to amend, add, change or remove provisions set out in its articles (e.g., corporation name,
minimum/maximum number of directors, share structure, etc.).
You cannot use this form to update the officer or director information, corporation address and administrative
information (e.g., corporation official email address and North American Industry Classification System (NAICS)
primary activity code). To change this information, file an
Initial Return/Notice of Change/Annual Return by an
Ontario Corporation - Form Number 5284
under the Corporations Information Act (CIA).
For detailed information about this application, please see the applicable Notice
first.
Information You Need
Before completing this form, please make sure that you have the following information ready. Note: You require the
information for items 4 to 8 only if you are making changes to any of this information. For these items that you are not
changing, leave the fields blank.
1. Corporation name, Ontario Corporation Number (OCN) and official email address.
2. Company Key. This is the 9-digit number provided by the ministry that establishes authority over the corporation.
For more information refer to company key
.
3. Administrative information for the contact person (name, telephone number and email address). This will not be
shown on the public record.
4. If the corporation name is to be changed, you need an Ontario Nuans name search report for a proposed new
name, unless the proposed new name will be a number name. Keep the Nuans search report at the
corporation’s registered office. You will be asked for the following:
• The Nuans report reference number
• The proposed name searched
• The date of the search report
5. Number of directors (fixed or minimum/maximum number), if this is being changed.
6. Description of changes to the share structure, any restrictions on share transfers, restrictions on the business of
the corporation or powers the corporation may exercise, and other provisions, if any.
7. Legal opinion, if required for a proposed corporate name that is identical to another name. Keep the legal
opinion at the corporation’s registered office; do not send it to the ministry. You will be asked for the lawyer’s
contact information and confirmation that the legal opinion meets the requirements.
8. Consent for the use of corporate name, if required under the Act and regulations.
9. Date when the resolution for the amendment was approved by the shareholders/directors.
10. Effective date of the articles of amendment. You may choose a future date, up to 30 calendar days in the future.
11. Fee of $150.00. Make the cheque payable to the Minister of Finance. There is a service charge payable for any
bounced cheques.
Print instruction
5261E_Instruction (2024/02) Page 2 of 5
Section Numbers
Note: The numbering of the sections in the form are for ease of reference only. It does not correspond to the
numbering of the articles you will receive if your application is accepted.
Completing the Form
Corporation Information
Please enter the current corporation name, OCN, company key and official email address of the Ontario business
corporation filing the articles of amendment.
We will need the company key to verify that you are authorized to file this amendment.
The corporation name entered must be the same as it appeared on the original articles of incorporation document or
if there has been a name change, the name as it appears on the most recent articles changing the name.
You must enter the corporation’s official email address that is already on record with the ministry. The corporation’s
official email will be used to communicate with the corporation and must be kept current. All official documents or
notices and correspondence to the corporation that is the subject of this filing will be sent to this email address. The
documents related to this application will be sent to the official email address of the corporation as well as to the
email of the contact person indicated in Section 2 of this form. This information will not appear in the public record
and is collected for administrative purposes only.
If the corporation’s official email address has changed, you must notify the ministry by filing
Initial Return/Notice of
Change/Annual Return by an Ontario Corporation - Form Number 5284
under the Corporations Information Act
(CIA). For more information, see applicable Notice. You may include the CIA filing together with this form when you
mail your application.
Contact Information
Please enter the full name, telephone number and email address of the contact person. This will not be shown on the
public record. The ministry will contact this person for any questions related to this application, and documents
related to this application will be sent to the contact person’s email address.
Proposed New Corporation Name
If the corporation name is being changed, you can either propose a new name for the corporation or request a
number name. If you choose a name for your corporation instead of being assigned a number name, you will need
an Ontario Nuans report. You do not need a Nuans report for a number name. You cannot choose a number name if
the current corporation already has a number name, unless you are changing only the legal element.
Search
Before you get an Ontario Nuans report, you can search the ministry’s records at Ontario.ca/BusinessRegistry
to
see if your proposed new name is being used by another corporation.
Number Name
A number name is an automatically generated name made up of numbers assigned to you followed by
“ONTARIO” and a legal element that you select. Example: 111111 ONTARIO INC. To request a number name,
select Yes to the question “Will this corporation have a number name?” Then choose the legal element of your
choice from the drop-down list.
Proposed Name
To request a proposed name, select “No” to the question “Will this corporation have a number name?”. Then
select whether the new name of the corporation is in an English form only, a French form only, an English and a
French form, or an English form and a French form which are equivalent but used separately.
A Nuans name search is required for each form of the name (English, French, and English and French
combined). For an English and French form of the name, a Nuans name search is required for each form of the
5261E_Instruction (2024/02) Page 3 of 5
name unless the English and French forms of the name are identical. When the certificate of amendment is
issued, a forward slash [/] separating the English and French form will be inserted in the corporation name.
For example,
A name that is English only would be Green Institute Inc.
A name that is French only would be Institut Green Inc.
A name that is a combination of English and French would be Institut Green Institute Inc.
A name in English and a name in French that are equivalent but used separately would be Green Institute Inc./
Institut Green Inc.
Your proposed new corporation name must contain a legal element and must be identical to the proposed name
searched in Nuans. Indicate in this form the Nuans proposed name searched, the Nuans report reference number
and the date the report was produced. You must keep the Nuans report at the corporation’s registered office.
Please do not send it with the form.
Legal Elements
The new corporate name must include one of the following legal elements: “Limited”, “Limitée”, “Incorporated”,
“Incorporée” or “Corporation” or the corresponding abbreviations “Ltd.”, “Ltée”, “Inc.” or “Corp.”
Similar/Identical Names – Consents and Legal Opinion
It is the applicant’s responsibility to check the Nuans search report for similar/identical names and to obtain any
consent or legal opinion that may be required. You cannot change your corporation name to a name that is
identical to the current or former name of another corporation, whether in existence or not, unless (i) the other
corporation dissolved or changed its name more than 10 years ago; or (ii) the other corporation was incorporated
outside Ontario and has not carried on business in Ontario. There is an exception if the other corporation
changed its name or dissolved, and the requirements of the Regulations are met. In this case, you will need a
legal opinion.
Check the box if you are using an identical name and you have a legal opinion. Confirm that you have met all the
requirements to use the identical name and provide the following information; name, telephone number, email
and address of the lawyer providing the legal opinion and name of the law firm, if any. You must keep the legal
opinion at the corporation’s registered office address in case it is requested by the ministry. For more
information, please see the applicable Notice.
Number of Directors
If you are changing the number of directors, please indicate if you are setting out a fixed number of directors or a
minimum and maximum number of directors. You cannot select both options. The corporation is required to have at
least one director under the Business Corporations Act.
Shares and Provisions
If you are changing the shares and provisions, you must provide the description of changes in the box provided. 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 …”
For more details, please see the applicable Notice. If you are not sure, seek legal advice.
Description of Changes to Classes of Shares
Describe the changes, if any, to the classes and any maximum number of shares that the corporation is
authorized to issue.
Description of Changes to Rights, Privileges, Restrictions and Conditions
Describe the changes to the rights, privileges, restrictions and conditions (if any) attached to each class of shares
and directors’ authority with respect to any class of shares that may be issued in series.
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Description of Changes to Restrictions on Share Transfers
Describe the changes to the issue, transfer or ownership of shares and the restrictions (if any).
Description of Changes to Restrictions on Business or Powers
Describe the changes, if any, on the business the corporation may carry on or the powers that the corporation
may exercise.
Other Provisions
Describe the changes to other provisions, if any.
Shareholders/Directors Authorization and Effective Date
The contact person must confirm that the form has been signed by the required person.
The resolution date and the requested date of amendment must be provided.
Resolution Date
Enter the date when the resolution for the amendment was approved by the shareholders/directors, as applicable,
of the corporation. This cannot be a future date.
Requested Date for Amendment
The date for amendment is the effective date that the amendments to the articles take effect. You must select a
preferred date; however, the earliest effective date will be the date the application acceptable for filing is received
by the ministry. You may choose a future date up to 30 calendar days later than the current date, as long as the
Nuans Report date, if required, is valid. You cannot choose a past date. The Nuans report cannot be dated more
than 90 days prior to the submission of the articles. For example, articles submitted on November 28 could be
supported by a Nuans name search report dated as early as August 30, but not dated earlier. Allow enough time
for the application to be received through the mail.
Signature
The form must bear the signature of a director or officer of the corporation. Please indicate the full name and
position of the individual (e.g., director, president, secretary) and ensure that the form is signed by the required
person beside their name before mailing the form.
Submitting the Form
Once you have completed the form, print it, obtain the appropriate signature, and mail it to the ministry at the address
below with your exact payment.
Ministry of Public and Business Service Delivery
Business and Personal Property Branch
393 University Avenue, Suite 200
Toronto, Ontario M5G 2M2
Returned Application
If your application is handwritten, missing the company key, the required payment or email addresses, or if the wrong
form is used, it will not be processed and will be returned to you by regular mail. You may resubmit by regular mail in
this case.
However, if the form is missing any other required information or has not been properly completed, it will be returned
electronically for correction to the email address provided on the form. To resubmit the application, you will be
provided with a link to the electronic business registration system, where you must complete the transaction
electronically. When you resubmit the application, it is your responsibility to review the entire application, and to
ensure that all data is accurate and meets all requirements. You are also responsible for obtaining the required
5261E_Instruction (2024/02) Page 5 of 5
signatures when prompted during the electronic transaction. No additional fee will be charged.
The effective date of a returned application that is resubmitted to the ministry will be the date an application
acceptable for filing is received by the ministry. You must select a preferred date; however, the earliest effective date
will be the date the application acceptable for filing is received by the ministry. You may choose a future date up to
30 calendar days later than the current date, as long as the Nuans Report date is valid, if applicable. For details,
please see the applicable Notice.
Successful Application
Whether you applied electronically or by mail, after the ministry receives your application and it is successfully
processed, you will receive official documents by email, including a payment receipt, if applicable and a company
key if one has not already been assigned to the entity. For more information on the documents, please see the
applicable Notice.
Questions
After reading these detailed instructions and the applicable Notice, if you still have questions, visit
Ontario.ca/BusinessRegistry or contact us by email. Alternatively, you may call ServiceOntario at:
• Telephone: 416-314-8880 or Toll-free: 1-800-361-3223
• TTY: 416-325-3408 or Toll-free TTY: 1-800-268-7095
