Articles of Amendment for Canadian Companies

Updated on Monday 30th September 2019

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There are several documents which need to be drafted and submitted when starting a company in Canada. Among them, the Articles of Association are the most important documents to be drafted, notarized and submitted when incorporating a company in Canada. However, the shareholders of Canadian companies also have the right to make various changes in their companies, case in which Articles of Amendment are required for filing with the Trade Register.

Below, our company formation agents in Canada explain how a company’s Articles of Amendment must be prepared and filed. We can assist those who need to make changes in their companies in Canada and who need to file Articles of Amendment with the relevant authorities.
 

Corporate filing requirements for Canadian companies


All Canadian companies are required to keep a set of documents, also known as corporate documents, which include the Articles of Association, accounting and financial papers and corporate records which must contain information on all the registries office as required by the authority of the province or territory they are registered in. Corporate records are a particularity of companies in Canada, considering a business can complete its activities at a federal level, in a province or territory, or even at a federal level and a provincial or territorial one.

It is also possible for a company to operate in more than one province or territory in Canada.

The officers in Canadian companies have the right to make various changes in their businesses, which will automatically imply the amendment of the corporate records. This will further imply to file Articles of Amendments with the appropriate authorities.

If you want to set up a business in Canada and need assistance, we offer registered agent services in order to ease your work.
 

What are the amendments which can be brought to a Canadian company?


The Articles of Amendments of a Canadian company can comprise various information, or better said, more than one change the owner wants to make in the company.

The following amendments are allowed according to the Business Corporation Law in Canada:
 
  1. the addition or removal of various articles in the company’s Articles of Association;
  2. information about the changes in the company (amalgamation with another company or changes in the legal structure);
  3. information about changes in the company’s economic activities (addition or removal of such activities);
  4. transfer of property which leads to changes in the activities of the Canadian business;
  5. changes related to the exchange of securities, participations, debt obligations, etc.;
  6. information about the insolvency, liquidation and/or dissolution of the company;
  7. modifications in the company’s activities which alter the rights of shareholders or other participants in the business;
  8. limitations on the rights of shareholders, including the expulsion of one of the stockholders.

Other changes in the company, such as trading name and the legal address must also be notified with the authorities.

Our Canadian company formation consultants can help business owners draft the Articles of Amendments which need to be filed with the relevant authorities.
 

Other provisions on the Articles of Amendments in Canada


It is possible to file Articles of Amendments for any type of company in Canada, including for extra-provincial corporations and branches of foreign companies. It is also good to know that there are no restrictions on the number of articles or changes a company wants to make in its Articles of Amendment.

One of the most important requirements when filing such documents is that they need to be filed with the competent authorities in accordance with the provisions of the Business Corporation Act. Also, if a company has registered offices in more than one jurisdiction, the Articles of Amendments must be filed in each of those jurisdictions.

Extra-provincial companies can appoint registered agents in every Canadian province or territory. The agent can handle the filing of such Articles of Amendments.

If you want to open a company in Canada, our agents are at your disposal with complete support in this sense.
 

The most important foreign investors in Canada


According to the Organization for Economic Co-operation and Development (OECD):
 
  • the main foreign investors in Canada at the level of 2017 were the US with 49% and the Netherlands with 11.1% of the total foreign direct investments (FDIs);
  • other European countries with significant contributions to Canada’s FDIs were Luxembourg (6%) and the UK (5.7%) during the same year;
  • the industries attracting most of these investments were professional, scientific and technical activities in a proportion of 22.8%;
  • manufacturing is also very appealing for foreign entrepreneurs attracting 21.3% of the FDIs in 2017.

For assistance in making amendments in a Canadian company, feel free to contact our consultants.