Articles of Amendment Canada: Guide to Filing and Process

Canadian corporations often need to make changes to their basic information after incorporation. These modifications require formal documentation through the government.

Articles of Amendment are legal documents that corporations file with the government to officially change key details in their original articles of incorporation. Under the Canada Business Corporations Act, companies must submit these forms and required fees to make changes legally binding.

The process involves specific forms, shareholder approval, and government review before any amendments become official. Understanding how to properly amend corporate articles helps business owners avoid delays and stay compliant with Canadian corporate law.

This guide explains what amendments are, when they're needed, how to file them, and what happens after submission. It also covers restated articles for companies that want to consolidate multiple changes into one clear record.

What Are Articles of Amendment?

Articles of Amendment are legal documents that corporations file to make official changes to their existing articles of incorporation. These documents create a permanent record of approved modifications to a corporation's structure and operations.

Legal Definition and Governing Documents

Articles of Amendment serve as the formal mechanism for updating a corporation's founding documents. Under the Canada Business Corporations Act (CBCA), business corporations file Form 4 – Articles of Amendment to modify their articles of incorporation.

Not-for-profit corporations follow similar processes under the Canada Not-for-profit Corporations Act (CNCA). Provincial corporations follow their respective Business Corporations Act or Not-for-Profit Corporations Act legislation. Some corporations originally incorporated under letters patent or articles of continuance must also use Articles of Amendment to make changes.

These amendments become part of the corporation's permanent legal record once Corporations Canada issues a Certificate of Amendment. The CBCA and CNCA outline specific procedures for filing amendments.

Business corporations must obtain shareholder approval through a special resolution before submitting the required forms and paying the applicable filing fee. Not-for-profit corporations require member approval according to their bylaws and the CNCA.

Key Purposes and Importance

Articles of Amendment allow corporations to modify several critical elements of their structure. The most common changes include:

For Business Corporations:

• Changing the legal name of the corporation
• Altering the share capital or share structure
• Adding, changing, or removing restrictions on business activities
• Modifying the number of directors required
• Changing the province where the registered office is located

For Not-for-Profit Corporations:

• Changing the legal name of the corporation
• Modifying the statement of purpose (objects)
• Altering membership classes or rights
• Adding, changing, or removing restrictions on activities
• Modifying the number of directors required
• Changing the province where the registered office is located

These amendments ensure that governing documents reflect the current reality of the organization. Without filing proper Articles of Amendment, changes to these fundamental aspects may not be legally recognized.

Corporations that make multiple amendments over time can later file Restated Articles of Incorporation to consolidate all changes into a single document.

When Are Articles of Amendment Required?

A corporation must file Articles of Amendment when making specific changes to its foundational structure. These documents formalize modifications to the corporation's name, share or membership structure, registered office location, or board composition.

Corporate Name Changes

A name change requires filing Articles of Amendment with a current NUANS report. The NUANS report must be dated within 90 days of submission to ensure the proposed name is available.

The board of directors must approve the name change through a resolution. For business corporations, shareholders then need to ratify this decision through a special resolution before filing. For not-for-profit corporations, members must approve the change according to the organization's bylaws and the CNCA requirements.

The new name becomes official only after Corporations Canada issues a Certificate of Amendment. Corporations might change their name to reflect a new organizational direction, rebrand, or resolve trademark conflicts.

This process applies whether a corporation switches to a numbered name or moves from a numbered name to a specific business name.

Share or Membership Structure Modifications

For Business Corporations: Changes to share capital require Articles of Amendment to update the corporation's structure. These modifications include creating new classes of shares, changing share rights, or altering the maximum number of shares the corporation can issue.

A special resolution from shareholders is necessary to authorize share structure changes. The board of directors cannot make these changes independently.

Common modifications include adding preferred shares, removing share transfer restrictions, or changing dividend rights. Each modification must be clearly outlined in the Articles of Amendment to ensure clarity for shareholders and investors.

For Not-for-Profit Corporations: Changes to membership structure require Articles of Amendment. These modifications include creating new classes of members, changing membership rights, or altering membership categories.

Member approval is required according to the organization's bylaws and CNCA requirements. Common modifications include adding voting or non-voting member classes or changing member rights and privileges.

Change of Registered Office

Moving Within the Same Province: If a corporation is moving its registered office to a new address within the same province or territory, it only needs to file Form 4003 (Change of Registered Office Address). This does not require Articles of Amendment.

Moving to a Different Province: Moving a registered office to a different province or territory requires filing Form 4004 (Articles of Amendment) because the articles of incorporation state which province the office is located in. This change requires member or shareholder approval through a special resolution.

The registered office change affects where the corporation files future documents and which provincial laws apply. Corporations may relocate for tax purposes, operational convenience, or to align with organizational activities.

Adjusting Board of Directors

Articles of Amendment are needed when changing the minimum or maximum number of directors on the board. This differs from routine director changes like resignations or appointments, which only require Form 6.

Corporations must file Articles of Amendment to modify the fixed number of directors or establish a range for board size. The articles of incorporation originally set these parameters, so formal amendment is necessary to change them.

For business corporations, a special resolution from shareholders authorizes changes to board structure. For not-for-profit corporations, member approval is required according to the CNCA. Form 6 accompanies the Articles of Amendment when replacing or adding directors as part of restructuring.

Changes to Purpose or Objects (Charities and Not-for-Profits)

Not-for-profit corporations and registered charities may need to amend their statement of purpose (also called "objects"). This is one of the most significant amendments because it affects what activities the organization can legally pursue.

For registered charities, changing the purposes requires special attention. After Corporations Canada approves the amendment, the charity must also submit the amended articles to the Canada Revenue Agency (CRA) Charities Directorate for review.

The CRA will assess whether the new purposes meet the legal definition of "charitable" under Canadian law. If the new purposes do not qualify as charitable, the organization risks losing its charitable registration and tax-exempt status.

Organizations should consult with legal counsel before amending charitable purposes to ensure the new wording will be acceptable to both Corporations Canada and the CRA.

Understanding Corporate Amendment Procedures

The amendment process for Canadian corporations depends on whether the organization is a business corporation or a not-for-profit corporation, and whether it is federally or provincially incorporated. Each type follows specific procedures under its governing legislation.

Amendment Requirements for Business Corporations

Business corporations under the CBCA follow a structured amendment process. The board of directors must first propose the amendment and pass a resolution recommending it to shareholders.

Shareholders then vote on the proposed amendment at a meeting. Most amendments require a special resolution, which typically means approval by at least two-thirds of the votes cast by shareholders entitled to vote.

Once shareholders approve the amendment, the corporation submits Form 4 (Articles of Amendment) to Corporations Canada along with the required filing fee. The amendment becomes legally effective when Corporations Canada issues a Certificate of Amendment.

Amendment Requirements for Not-for-Profit Corporations

Not-for-profit corporations under the CNCA follow similar but distinct procedures. The board of directors proposes the amendment, but member approval is required rather than shareholder approval.

The voting threshold for member approval depends on the organization's bylaws and the type of amendment being made. Some amendments require a special resolution (typically two-thirds of votes cast), while others may require different voting thresholds specified in the bylaws.

After member approval, the organization submits Form 4004 (Articles of Amendment) to Corporations Canada with the filing fee. The amendment becomes effective upon receiving the Certificate of Amendment.

Special Considerations for Registered Charities

Registered charities face additional requirements when amending their articles. Any amendment that changes the charitable purposes requires submission to the CRA Charities Directorate after receiving the Certificate of Amendment from Corporations Canada.

The CRA reviews the amended purposes to ensure they remain exclusively charitable according to Canadian law. This review can take several weeks or months. Organizations should not implement changes to their purposes until receiving CRA approval.

Changes that do not affect charitable purposes (such as name changes or director number changes) typically do not require CRA notification, though the charity should update its records with the CRA.

Provincial Variations

Provincial corporations follow amendment procedures under their provincial legislation. Each province has its own forms, fees, and timelines.

Ontario not-for-profit corporations, for example, are now governed by the Ontario Not-for-Profit Corporations Act, 2010 (ONCA) since October 2021. These organizations file amendments through the Ontario Business Registry using provincial forms.

Organizations should verify requirements with their specific provincial registry to ensure compliance with local rules.

Filing Articles of Amendment: Step-by-Step

The process requires specific government forms, proper submission channels, and payment of applicable fees. Federal and provincial corporations follow different procedures, with federally incorporated organizations submitting to Corporations Canada and provincially incorporated entities filing with their respective provincial authorities.

Required Forms and Supporting Documents

Federal business corporations file Form 4 – Articles of Amendment as the primary document with Corporations Canada. Federal not-for-profit corporations file Form 4004 – Articles of Amendment.

If the amendment involves changing the registered office address to a different province, the corporation must file Articles of Amendment (Form 4004). However, if only changing the address within the same province, only Form 4003 – Change of Registered Office Address is required.

When director changes accompany the amendment, Form 6 – Changes Regarding Directors becomes necessary. Ontario corporations governed by the ONCA file through the Ontario Business Registry using Ontario-specific forms.

The corporation key, a unique identifier assigned to each organization, must appear on all submitted forms. All forms require authorized signatures from corporate directors or officers.

The documentation must clearly specify the exact changes being made to the articles of incorporation. Corporations with multiple amendments can file restated articles of incorporation using Form 7 to consolidate all changes into a single document.

Submission Through the Online Filing Centre

Corporations Canada accepts amendments through its Online Filing Centre, which provides a digital submission process. The system requires corporations to create an account using their corporation key before accessing filing services.

The online filing system allows corporations to select an effective date for their amendments. The effective date can be the submission date or any future date.

The system does not permit backdating amendments. Ontario corporations submit through the Ontario Business Registry's online portal.

The filing requirements mandate that all forms be completed accurately before submission. The registry reviews each application to verify it meets regulatory standards before approval.

Filing Fees and Payment Methods

Federal corporations filing through Corporations Canada pay a filing fee when submitting articles of amendment online. The Online Filing Centre accepts credit card payments and electronic fund transfers for processing fees.

Ontario corporations pay fees according to the current Ontario fee schedule when filing amendments with the Ontario Business Registry. Provincial filing fees differ from federal amounts and vary based on the specific amendment type.

Payment must accompany the submission for processing to begin. The government does not review applications until payment clears.

Processing times start once both the completed forms and filing fees are received by the respective registry.

Restated Articles and Maintaining Corporate Records

Restated articles of incorporation consolidate all amendments into a single document, making corporate records easier to access and manage. Corporations must maintain these records at their registered office and make them available to shareholders, members, and creditors upon request.

Purpose of Restated Articles

Restated articles serve to combine all amendments made to a corporation's original articles of incorporation into one document. When a corporation files multiple articles of amendment over time, the foundational documents become scattered across several certificates.

This makes it difficult for directors, shareholders or members, and legal advisors to understand the current structure of the corporation. A restated certificate of incorporation supersedes the original articles and all previous amendments.

The document becomes effective on the date shown on the certificate. Corporations are not required to file restated articles, but doing so creates a clear reference point for anyone reviewing the corporate structure.

Restated articles do not create new changes. They simply restate what already exists in an organized format.

How to File Restated Articles

Corporations file restated articles using Form 7 - Restated Articles of Incorporation with Corporations Canada. The form must be completed and signed, then submitted through the Online Filing Centre.

A filing fee applies to the submission. The corporation should wait until it receives the certificate of amendment before filing restated articles to ensure all recent changes are included.

The Online Filing Centre processes most applications within a few business days. Once approved, Corporations Canada issues a restated certificate of incorporation that replaces all previous versions of the articles.

Record-Keeping Best Practices

Corporations must keep corporate records at their registered office or another location in Canada designated by the directors. These records include articles of amendment, amended articles of incorporation, and restated articles of incorporation.

Shareholders, members, and creditors have the right to access these documents upon request.

Essential records to maintain:

• Original certificate of incorporation
• All articles of amendment and their certificates
• Current restated articles (if filed)
• Director and shareholder/member registers
• Minutes of meetings and resolutions
• Bylaws (for not-for-profit corporations)

Many corporations use a corporate minute book to organize these documents in one place. The minute book should be updated whenever amendments are filed or corporate changes occur.

Proper record-keeping protects the corporation during audits, legal disputes, and due diligence processes.

After Filing: Processing, Compliance, and Potential Issues

Once Corporations Canada receives the articles of amendment, the corporation must wait for approval. Any filing errors must be addressed during this period.

Complex changes often require professional guidance. Not-for-profit corporations and registered charities face distinct requirements under separate legislation.

Processing Times and Confirmation

Corporations Canada processes articles of amendment within specific timeframes. Processing speed depends on the filing method and current workload.

Online submissions through the Online Filing Centre are usually faster than paper applications. After approval, the corporation receives a Certificate of Amendment.

The Certificate of Amendment is official proof that the amendments are legally valid. It shows the date the changes take effect and becomes part of the corporation's permanent records.

Corporations should keep this certificate with their original articles of incorporation and previous amendment certificates. Processing delays may occur during busy times or if applications have errors.

Corporations Canada may contact the filer if more information or corrections are needed before issuing the certificate.

CRA Notification for Registered Charities

For registered charities, receiving the Certificate of Amendment from Corporations Canada is only the first step when amending charitable purposes. The charity must then submit the amended articles to the CRA Charities Directorate for review.

The CRA will assess whether the new or modified purposes meet the legal definition of "charitable purpose" as defined in Canadian common law and CRA guidance. The organization must wait for CRA approval before implementing changes to its purposes.

If the CRA determines that the new purposes do not qualify as charitable, the organization risks losing its charitable registration. This would result in loss of tax-exempt status and the ability to issue charitable tax receipts.

Organizations should review CRA Guidance CG-019: How to Draft Purposes for Charitable Registration before amending their purposes. Consulting with legal counsel experienced in charity law is strongly recommended.

Changes that do not affect the charitable purposes (such as name changes, director numbers, or address changes) typically do not require CRA review, though the charity should update its information with the CRA through its annual T3010 filing.

Correcting Errors and Certificate of Amendment

Filing errors can slow down the amendment process and may require resubmission. Common mistakes include missing signatures, incorrect corporate names, or incomplete resolutions.

Corporations Canada reviews each submission and rejects applications that do not meet legal requirements. Some errors found after receiving a certificate require formal correction procedures.

Minor errors can be corrected directly. Significant errors that could affect shareholders, members, or creditors may require new articles of amendment or a court order to correct the certificate or articles.

Missing or incorrect forms, such as Form 4003 for registered office address changes within the same province or Form 6 for director changes, will cause Corporations Canada to return the application. All required documents must be included with the submission.

Complex Amendments and Legal Counsel

Certain amendments involve legal considerations that benefit from professional advice. Changes affecting shareholder rights, membership rights, share structure, or charitable purposes often require careful planning.

Legal counsel can review proposed amendments to ensure compliance with the Canada Business Corporations Act or the Canada Not-for-profit Corporations Act. Lawyers help draft special resolutions and ensure proper shareholder or member approval procedures.

They can advise whether multiple amendments should be filed together or separately. Professional advisors verify that amendments align with the corporation's goals and avoid unintended legal consequences.

Corporations facing differences between federal and provincial requirements should seek guidance. Each jurisdiction has specific rules for valid amendments.

Compliance for Not-for-Profit Corporations and Charities

Not-for-profit corporations under the Canada Not-for-Profit Corporations Act follow different amendment procedures than business corporations. These organizations must comply with requirements that reflect their unique structure and purpose.

The CNCA contains specific provisions for how not-for-profit corporations authorize and file amendments. Not-for-profit corporations require member approval for amendments rather than shareholder approval.

The voting thresholds and meeting requirements differ from business corporations. Members must receive proper notice of proposed amendments before voting.

Not-for-profit corporations file their articles of amendment using forms specific to their legal framework (Form 4004 for federal NPOs). Amendments must not conflict with restrictions on distributing income or assets to members.

Registered charities must ensure that any amendments to their purposes remain exclusively charitable and that they obtain CRA approval before implementing changes to their purposes.

Conclusion

Articles of Amendment are essential legal tools for Canadian corporations to update their official records. These documents allow organizations to make changes like updating their name, adjusting share or membership structure, or changing their registered office location.

Filing the correct forms through the Online Filing Centre keeps corporate records accurate and compliant. Charities face additional considerations, especially when changes affect their charitable purposes or tax-exempt status.

The Canada Revenue Agency requires notification and approval of amendments that change charitable purposes. Proper filing procedures must be followed to maintain compliance with both Corporations Canada and the CRA.

B.I.G. Charity Law Group helps organizations navigate these requirements. Getting professional guidance ensures your Articles of Amendment are filed correctly the first time.

The team at B.I.G. Charity Law Group provides expert support for charities and non-profits making corporate changes. Contact us at 416-488-5888 or email dov.goldberg@charitylawgroup.ca to discuss your amendment needs.

Visit CharityLawGroup.ca to learn more about our services or schedule a FREE consultation to get started on your corporate amendments.

Frequently Asked Questions

Filing articles of amendment requires specific forms and fees. The process involves board approval and shareholder or member approval before submission to the corporate registry.

What documents are required to file an Article of Amendment for a Canadian corporation?

A business corporation must submit Form 4 – Articles of Amendment as the main document. A not-for-profit corporation must submit Form 4004 – Articles of Amendment. The form must be completed and signed before filing.

Additional documents may be required depending on the changes. If the registered office address is changing to a different province, Articles of Amendment (Form 4004) are required. If only the address within the same province is changing, only Form 4003 – Change of Registered Office Address is needed.

When directors are being added or removed, include Form 6 – Changes Regarding Directors. The filing fee must accompany all documents.

The specific amount depends on the type of corporation and the changes being made.

How to File Articles of Amendment?

The process begins with the board of directors adopting a resolution to authorize the amendment. For business corporations, shareholders must ratify this resolution at a meeting. For not-for-profit corporations, members must approve according to the organization's bylaws.

Approval percentages are determined by applicable corporate law. Once approved, the corporation submits the required forms through the Online Filing Centre for federal corporations.

Provincial corporations use their respective provincial filing systems. Payment of the filing fee completes the submission.

What is the Amendment process in Canada?

The process starts with the board of directors proposing changes to the articles of incorporation. The board passes a resolution outlining the amendments.

For business corporations, shareholders vote on the proposed changes according to the voting requirements in the corporation's articles and governing legislation. For not-for-profit corporations, members vote according to the bylaws and the CNCA.

After shareholder or member approval, an authorized director signs the articles of amendment. The corporation then files the signed documents with Corporations Canada or the relevant provincial registry. The amendment becomes effective when the government issues a Certificate of Amendment.

For registered charities amending their purposes, an additional step is required: submitting the amended articles to the CRA Charities Directorate for approval.

Is there a governmental fee associated with filing Articles of Amendment, and how is it determined?

Yes, corporations must pay a filing fee when submitting articles of amendment. The fee amount varies based on the jurisdiction and the nature of the changes.

Federal corporations pay fees according to the current fee schedule maintained by Corporations Canada. Provincial corporations pay fees set by their respective provincial registries.

The specific fee information is available through the Services, fees and processing times documentation provided by each registry.

What are the legal implications of not properly amending the corporation's articles when changes occur?

A corporation that fails to file required amendments may face compliance issues. The corporation's public records will not accurately reflect its current structure or operations.

Unamended articles can create legal complications during business transactions. Banks, investors, and other parties rely on filed articles to understand a corporation's structure and authority.

Discrepancies between actual operations and filed articles may result in disputes or challenges. Directors and officers may face personal liability if they allow the corporation to operate in a manner inconsistent with its filed articles.

Regulatory authorities may impose penalties or sanctions for non-compliance with filing requirements.

For registered charities, failing to properly amend articles and obtain CRA approval when changing purposes can result in loss of charitable registration.

How long does it usually take for an Article of Amendment to be processed and approved by Canadian authorities?

Processing times vary depending on the jurisdiction and the filing method used. Federal corporations using the Online Filing Centre usually receive faster processing than paper submissions.

Standard processing for federal corporations takes several business days to a few weeks. Expedited services may be available for an additional fee, reducing processing time to as little as 24 to 48 hours.

Provincial processing times differ by province and depend on current workload. Corporations should check with their provincial registry for current estimates before filing.

For registered charities amending their purposes, allow additional time for CRA review after receiving the Certificate of Amendment from Corporations Canada. CRA review can take several weeks to months.

Legal Sources & References

• Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)
• CRA Guidance CG-019: How to draft purposes for establishment as a charity
• Ontario Not-for-Profit Corporations Act, 2010
• Corporations Canada: Steps to change the registered office address
• Canada Not-for-profit Corporations Act (CNCA) s. 197: (Fundamental Changes).
• CRA Guidance CG-019: How to Draft Purposes for Charitable Registration.