Articles of Amendment

File Articles of Amendment to change the following:

 

  • Corporation Name
  • Number of Directors
  • Shares and Provisions (Classes of shares, Rights, Privileges, Restrictions etc.)

If you need to make changes to the Directors, Officers, or their Addresses?  You need to file a Notice of Change.

Do you have the Articles of Amendment application (form 5261E) completed?  Click here to upload for processing.

SKU: Filings-Art-Amendment Category:

Technical Specs

The application forms are dynamic and will change depending on how you answer the questions.  Please complete all mandatory fields that are marked with an asterisk (*).  Once the application is successfully processed, the official documents and will be sent by email to the official email address provided on the form and to the contact person specified.  The company key, if applicable will only be sent to the official email address.

2. 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.

3. 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.

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.

Proposed Name
To request a proposed name, select “No” to the question “Will this corporation have a number name?”. Then select whether the 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).

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.”

4. 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.

5. 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.

Classes of Shares
Set out the classes and any maximum number of shares that the corporation is authorized to issue. This item must be completed.

Rights Attached to Classes of Shares
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.

Restrictions on Issue, Transfer or Ownership of Shares
Describe the changes to the issue, transfer or ownership of shares and the restrictions (if any).

Restrictions on Business
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.

6. Authorization
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.

Signature
An application form should be signed by 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 submitting the form. We do not require a signed copy for electronic submission but a signed copy must be kept with the corporate records.

Processing Time

For same day service, we ask that application be submitted by no later than 3:00 pm to allow for review, preparation and submission with the Ontario Business Registry.   Processing times may vary due to daily volumes and capacity limitations of the Registry.  You will be notified if the Ontario Business Registry is experiencing technical issues.