Notice of change (directors and officers)

If a share purchase changes the directors at closing, the registry record is out of date once the deal closes unless someone files. The notice of change is that filing. Who files it, and by when, should be settled before closing, as part of updating the corporate records.

The federal rule

Under section 113 of the Canada Business Corporations Act, a corporation must send the Director a notice setting out the change within fifteen days after a change is made among its directors, or after it receives a notice of change of address from a director. A director must tell the corporation of a change of address within fifteen days.

Ontario’s rule and its exceptions

Section 4 of Ontario’s Corporations Information Act requires a corporation to file a notice of change for every change in the information filed under that Act, within 15 days after the change takes place, subject to the exceptions in that section. For example, a director’s retirement and re-election for the next term does not need one.

• Who is responsible for filing after closing
• Which registry holds the record
• Whether the filing was made and the record now matches the resolutions