Changes to Ontario Not-for-profit Corporation Information

Please be advised that neither the Companies and Personal Property Security Branch, nor the COBSC can give legal advice.  The following information is intended as a general guide only.  For further assistance or legal information, please refer to the publications listed below and/or consult legal counsel.

The following types of changes require updated filings with the Companies and Personal Property Security Branch.

1. Changes in Corporate Name

• an Application for Supplementary Letters Patent (Form 3 under the CA as approved by the Minister), completed in duplicate and bearing original signatures
• an original Ontario-biased Newly Upgraded Automated Name Search (NUANS) report for the new name
• a fee of $130 (GST does not apply to Companies and Personal Property Security Branch fees), payable to the Minister of Finance. Payments may be made by certified cheque, money order or personal cheque. Personal cheques must include pre-printed name, address, bank transit number and account number. Cash, Visa, MasterCard, AMEX and Interac payments may be made in person

Under the CA, in the event of a name change the Application for Supplementary Letters Patent must contain a statement to the effect that the corporation is not insolvent within the meaning of the S.19(4) of Ontario Regulation 181/90 (ie. if its liabilities exceed the realizable value of its assets or if the corporation is unable to pay its debts as they become due, it is considered insolvent).

Where can I get a name search done?
An original Ontario-biased NUANS name search report must be obtained from a private name search company and cannot be dated more than 90 days prior to the submission of the articles.  For example, articles submitted on November 28th could be accompanied by a NUANS name search report dated as early as August 30th, but not dated earlier.  Suppliers are listed in phone directories under the heading "Searchers of Records" or visit Industry Canada's NUANS Web site (http://www.nuans.com ) for a list of registered search houses that can assist you with obtaining a NUANS search report. A NUANS includes searching both registered Trade-Marks and Business Names (which includes trade-names).

2. Change in Registered Office Address

• by special resolution, the corporation may change its registered head office to another location within Ontario (S277(2) of the Corporations Act )
• an Initial Return/Notice of Change (Form 1 under the Corporations Information Act - CIA) must be filed within 15 days of the change
• there is no fee

3. Changes in Objects or Provisions set out in the Letters Patent or a previous Supplementary Letters Patent.

• an Application for Supplementary Letters Patent (Form 3 under the CA as approved by the Minister), completed in duplicate and bearing original signatures (clearly setting out the change)
• a fee of $130 (GST does not apply to Companies and Personal Property Security Branch fees), payable to the Minister of Finance. Payments may be made by certified cheque, money order or personal cheque. Personal cheques must include pre-printed name, address, bank transit number and account number. Cash, Visa, MasterCard, AMEX and Interac payments may be made in person

Charities
If the corporation is a not-for-profit charitable corporation, the change in objectives or provisions must be approved by the Ministry of the Attorney General, Office of the Public Guardian and Trustee (PGT) prior to submission of the Application for Supplementary Letters Patent to the Companies and Personal Property Security Branch.  The Public Guardian and Trustee charges a fee of $150.00 to review the proposed objects and/or provisions. The completed Application for Supplementary Letters Patent should be sent to the PGT (see address below) with a single payment for $280.00 to cover both fees. The PGT will forward the application to the Companies and Personal Property Security Branch after they have approved the changes.

4. Changes in Directors or Officers

• an Initial Return/Notice of Change (Form 1 under the CIA) must be filed within 15 days of a change or changes to the information previously filed concerning the directors or five most senior offices of the corporation
• there is no fee

Note: A not-for-profit corporation may change its directors or increase or decrease the number of directors by special resolution, but it must maintain a board of at least three (3) directors at all times (and the positions of president and secretary must always be filled).

Where can I get the appropriate forms?
Form 3 under the CA and Form 1 under the CIA are available at no charge from Companies and Personal Property Security Branch.   These forms are also available on the Ministry's Web site at  http://www.cbs.gov.on.ca/mcbs/english/4VWQQC.htm .

Publications
A number of reference books on incorporation, such as the Ontario Corporations Manual, are available at most libraries or bookstores. Publications Ontario sells the Not-for-Profit Incorporator's Handbook and the Corporations Act. Legal bookstores sell the "Self Counsel Series" for not-for-profit corporations.