Articles of Amendment: A General Summary

Articles of Amendment change what your corporation's articles say: its name, share structure, number of directors or business restrictions. In most cases you need a special resolution of shareholders first, then you file with the registry that incorporated you. The fee ranges from $53.05 in Alberta to $212 in New Brunswick, and Ontario and federal filings are processed online within a day. This guide explains when you need an amendment and how to file one.

When do you need Articles of Amendment?

You need to amend the articles whenever you change something the articles themselves contain. The most common reasons:

• Changing the corporate name, including switching a numbered company (e.g. 1234567 Ontario Inc.) to a word name. A new name usually needs a fresh NUANS report.
• Changing the share structure: creating new share classes for investors or family members, changing rights attached to shares, or removing a class.
• Changing the number of directors, or the minimum and maximum.
• Adding or removing restrictions on share transfers or on the business the corporation may carry on.
• Moving the registered office to another province (federal corporations), since the articles name the province.

Changes that are not in the articles don't need an amendment. Directors, officers and the registered office address within the same province are updated with a notice of change instead, which is usually free or nearly free.

How to file Articles of Amendment

Step 1: Confirm what's changing and draft the wording

Write the exact new wording of the provision being changed. Share-structure amendments need the most care: the rights, privileges, restrictions and conditions of each class must be spelled out precisely.

Step 2: Get a NUANS report if the name is changing

A new word name generally needs a NUANS report biased to your jurisdiction, for example Ontario-biased for an Ontario corporation, and dated within 90 days. BC companies use a BC Name Request ($30) instead. Order a NUANS report.

Step 3: Pass a special resolution

Most amendments must be authorized by a special resolution of shareholders: two-thirds of the votes cast at a meeting, or a written resolution signed by all shareholders entitled to vote. If the amendment affects a particular class of shares, that class may also get a separate vote. Record the resolution in the minute book.

Step 4: File with the registry and pay the fee

File the Articles of Amendment (or the equivalent form) with the registry that governs your corporation, together with the NUANS report if you're changing the name. The amendment takes effect on the date shown on the certificate of amendment.

Step 5: Update everything else

After the certificate is issued, update the minute book and share registers, issue new share certificates if the structure changed, and tell the CRA, your bank, insurers and any licensing bodies about a new name. Update signage, invoices and contracts too.

Articles of Amendment fees by jurisdiction

Want it handled for you? See our Articles of Amendment service.

Common problems and how to avoid them

• Name rejected: the new name is too similar to an existing one. Check the NUANS report before you pass the resolution.
• Wrong approval: filing on a directors' resolution when a special resolution of shareholders was required. Check your articles and by-laws for extra approval rules.
• Vague share terms: registries reject classes whose rights aren't fully described. Use precise, complete share provisions.
• Forgetting the follow-up: the CRA, banks and permits still show the old name until you tell them.
• Tax consequences: reorganizing share capital, for example for an estate freeze or income-splitting, can have tax effects. Get accounting advice before filing.