Statutes 1Preliminary due diligence for amending the articles The articles of a corporation can be amended for various reasons such as to change the name or amend the share structure of an existing corporation. It is important to review the existing articles of incorporation as may be amended of the subject corporation and to confirm with the client the current directors, officers and shareholders of the subject corporation and you may wish to conduct an independent review of the minute book in this regard.
It is important to determine the existence of any shareholder agreements or any other agreements which may provide relevant approval provisions.
Legislative authority to amend the corporation's articles: Subsection 1 of the OBCA permits a corporation to amend its articles from time to time as follows: All amendments under ss. Where the directors are authorized by the articles to divide any class of unissued shares into series and determine the designation, rights, privileges and restrictions and conditions thereof, they may authorize the amendment of the articles to so provide OBCA, s.
Despite subsection 1 , where a corporation has a number name, the directors may amend its articles to change that name to a name that is not a number OBCA, s. A registered holder of shares entitled to vote, or a beneficial owner of shares that are entitled to be voted, at an annual meeting of shareholders may, in accordance with ss.
Special resolution of shareholders authorizing articles of amendment see the sample document in the Resources section of this How-To Brief. The NUANS report may be further renewed for subsequent 90 day periods if necessary or desired, prior to its expiry date. The name search provides a list of all corporate names, business names and registered or pending trademarks that have already been incorporated or registered and are similar to the proposed name. The name search will determine whether the name is currently in use or if the name is subject to restriction.
If you are changing your name from English to French or French to English, you need to perform a name search for each of these searches in each respective language. If you want a numbered name, e. No corporation shall change its name if, a the corporation is unable to pay its liabilities as they come due; or b the realizable value of the corporation's assets is less than the aggregate of its liabilities OBCA ss.
Resolution of shareholders for change of name see the sample document in the Resources section of this How-To Brief New specimen share certificates for each class of shares in the new name should be adopted see the sample resolution of the directors and share certificate in the Resources section of this How-To Brief. The articles of amendment must bear the original signatures of an officer or director of the corporation.
Include a cover letter providing a contact name, return address and telephone number. All documents must be mailed or delivered to: The Ministry's hours are Monday to Friday 8: For mailing or drop off service, allow two 2 to four 4 weeks for return of the articles. Electronic filing is currently not available. The corporation will typically have a contractual obligation to provide formal notice to secured creditors of such name change. If the corporation has any agreements, licenses, registered trade-marks, registered copyrights, issued patents, real estate, PPSA registrations, etc.