Articles of amendment

A corporation’s articles set its name and share structure. A buyer or seller meets articles of amendment when a deal needs a new share class or a changed name. The statute that governs the corporation decides the process; this entry covers the federal and Ontario Acts only. See changing a corporate name after a sale.

Federal corporations

Section 173(1) of the Canada Business Corporations Act, subject to sections 176 and 177, lets the articles be amended by special resolution to, among other things, change the corporation’s name, create new classes of shares, and change the designation of shares and the rights attached to them. Under section 177, after the amendment is adopted, articles of amendment are sent to the Director, and under section 178 the Director issues a certificate of amendment. Under section 179(1), the amendment takes effect on the date in the certificate of amendment.

Ontario corporations

Section 168(1) of Ontario’s Business Corporations Act, subject to sections 170 and 171, lets a corporation amend its articles to add, change or remove a provision, including to change its name, and section 168(5) requires a special resolution for such an amendment. Under section 171, articles of amendment go to the Director, and under section 172 the Director’s endorsed certificate constitutes the certificate of amendment. Ask which statute governs the target, and see share class.