Registered office

A registered office is the address the corporation’s governing statute requires it to keep. Under the CBCA, the records listed in s. 20(1) are kept at the registered office or at another place in Canada that the directors designate, subject to s. 20(5.1), which allows records to be kept outside Canada on its conditions, including that they are available for inspection by computer terminal or other technology at the registered office or a designated place in Canada. Whether the address needs changing on a sale is something to confirm. See how to check good standing before buying.

What the two statutes say

• CBCA s. 19(1): a corporation shall at all times have a registered office in the province in Canada specified in its articles
• CBCA s. 19(3) and (4): directors may change the address within that province, and the corporation must send the Director a notice within fifteen days of any change of address
• OBCA s. 14(1): a corporation shall at all times have a registered office in Ontario at the location in its articles or in a directors’ resolution or special resolution made under s. 14(3) or (4)

What to check or ask

Ask which statute governs the corporation, whether the registry shows the current address, and who will file any change at closing. This entry covers the CBCA and Ontario’s OBCA only; check the statute that governs the corporation. See articles of incorporation and corporate good standing.