Changes to Ontario Business Corporation Information

The following types of changes require updated articles or documents to be filed with the Companies and Personal Property Security Branch.

1. Change in Corporate Name

• Articles of Amendment (Form 3 under the BCA as approved by the Minister) completed in duplicate and bearing original signatures on both copies;
• the original copy of a Ontario-biased Newly Upgraded Automated Name Search (NUANS) report for the new name (not required if the name is changing to a number);
• a fee of $150 (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.

Where can I get a name search done?
An original Ontario-biased NUANS name search report, if required, must be obtained from a private name search company (listed in the Blue Pages directory under "Searchers of Records") 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.  Visit Industry Canada's NUANS Web site for a list of registered search houses that can assist you with obtaining a NUANS search report and filing your corporate documents with the Ministry of Government Services (MGS).  The Companies and Personal Property Security Branch does not provide this search.  A NUANS search includes searching both registered Trade-Marks and Business Names (which includes trade-names) and corporations.

2. Change in registered office address or change to the information previously filed concerning the directors and five most senior officers of the corporation.

• an Initial Return/Notice of Change (Form 1 under the Corporations Information Act - CIA) within 15 days of the change
• there is no fee

3. Change in the number of corporate directors
When a change in the number of corporate directors falls outside the minimum/maximum number of directors set out in the Articles of Incorporation, then Articles of Amendment, with the appropriate fees, must be submitted.  When the change in the number of directors falls within the provisions of the articles of incorporation, then only the Initial Return/Notice of Change must be filed.

Examples:
i. If it says in the Articles of Incorporation that there will be a minimum of 1 and a maximum of 3 directors, and now one of the directors is going to be replaced, the following must be submitted to the Companies and Personal Property Security Branch within 15 days of the change:

• an Initial Return/Notice of Change (Form 1 under the CIA)
• there is no fee

ii. If the Articles of Incorporation set out, for example, there will be a minimum of 3 directors and a maximum of 10, and now there will be only 2 directors, the following must be submitted to the Companies and Personal Property Security Branch:

• Articles of Amendment (Form 3 under the BCA as approved by the Minister) completed in duplicate and bearing original signatures on both copies to change
• a fee of $150 (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
• an Initial Return/Notice of Change (Form 1 under the CIA) updating the information concerning the directors

4. Changes in Shares or Other Components of the Articles of Incorporation
If there are any changes to clauses relating to shares as set out in the corporation's articles, the following must be submitted to the Companies and Personal Property Security Branch:

• the Articles of Amendment (Form 3 under the BCA as approved by the Minister) completed in duplicate and bearing original signatures
• a fee of $150 (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

Where can I get the appropriate forms?
Articles of Amendment forms may be purchased from stores selling legal forms or name search houses.  The Initial Return/Notice of Change form may be obtained at no charge from the Companies and Personal Property Security Branch.  The current and acceptable version of Form 1, Initial Return/Notice of Change, under the CIA, and Form 3, Articles of Amendment, under the BCA, as approved by the Minister, are available on the Ministry's Web site at http://www.cbs.gov.on.ca/mcbs/english/4VWQQC.htm .

Where can I file the forms for these changes?
You can file Articles of Amendment in person at the Companies and Personal Property Security Branch, by mail to the Companies and Personal Property Security Branch and in person at selected Land Registry Offices across the province.  You must file the Initial Return/Notice of Change in person or by mail.  Electronic filing of Form 1 is available through the Primary Electronic Service Providers , Oncorp Direct Inc. and Cyberbahn Inc.

Publications

Note: Some of these publications originate with organizations that are not subject to the federal Official Languages Act or the French Language Services Act of Ontario and may not be available in both official languages.

A number of reference books are available at libraries or bookstores, including:

• Ontario Corporations Manual;
• Ontario Corporations Law Guide;
• Canadian Corporate Secretary's Guide;
• Business Incorporator's Handbook;
• Business Corporations Act (also available online at http://www.e-laws.gov.on.ca );
• "Self Counsel Series" for Ontario business corporations (which can be purchased through Publications Ontario at 1-800-668-9938 or (416) 326-5300 or online at http://www.publications.gov.on.ca ).

Notice to Companies and Personal Property Security Branch Clients
Effective August 1, 1997, Companies and Personal Property Security Branch modified its administrative policy on endorsement as of right under the Business Corporations Act of Ontario. 

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.