Policy on corrections of articles or certificates – Canada Business Corporations Act

You will find in this policy information on how to apply to correct articles or a certificate that have been issued under the Canada Business Corporations Act (CBCA).

Note: This policy provides information and sets out guidelines. It is not a binding statement of what decision will be made on a particular application. It also is not intended to replace legal advice. You may wish to consult a lawyer or other professional to ensure that the specific needs of your corporation are taken into consideration.

Table of contents

Correction

A correction is a request to fix an error in a corporation’s articles or certificate that occurred during the preparation of the articles or issuance of the certificate.  

When a correction is approved by Corporations Canada or is ordered by a court, Corporations Canada will issue a corrected certificate or articles to replace the document containing the error.

The corrected certificate will have the same effective date as the certificate it replaces. However, if the correction relates to the effective date of the certificate, the corrected certificate will have the corrected date.  

All articles filed with Corporations Canada, including those containing errors, are part of the corporate records held by Corporations Canada. No articles or certificates, including those containing errors, will be removed from these records.

A notice of the correction is published in “Monthly Transactions of Corporations Canada”.

When a corporation receives the corrected certificate and articles, it must replace the certificate and articles in its corporate records and the corporation must provide a copy to third parties who have relied on the articles and the certificate. The corporation must guarantee to no longer use the incorrect version of the articles and certificate.  

Criteria for correction

A request for correction of articles or certificate will only be approved if Corporations Canada is satisfied that the correction:

  • reflects the original intention of the corporation
  • will not prejudice creditors or shareholders

Errors in judgment or unintended or unanticipated consequences

Corporations Canada will refuse to correct articles or a certificate due to errors in judgment. For example:

  • A corporation has amended its provisions related to share capital in anticipation of a subsequent amalgamation, but the amalgamation did not occur. The corporation would like to correct its articles to reflect the provisions as existing before they were amended. Corporations Canada will not correct the articles to reflect the original share capital provisions as no error occurs during the preparation of the articles or issuance of the certificate. An amendment is recommended in this case.
  • A corporation would like to benefit from a tax credit and amends its articles to meet the Canada Revenue Agency’s (CRA) criteria. CRA determines that the corporation does not meet the criteria for the tax credit without further amendments. A request to correct the articles to meet CRA’s criteria for the tax credit will not be approved, even though the original intent was to amend the articles to access the tax credit. This is not an error that occurred during the preparation of the articles or issuance of the certificate. An amendment is recommended in this case.

Corporations Canada will refuse to correct articles or a certificate if the provisions included in, or missing from, the articles produce unintended or unanticipated consequences. For example:  

  • Upon incorporation, the corporation did not include in its articles provisions restricting the transfer of shares, even though the corporation is a private issuer. To be a private issuer, provincial securities rules require that the corporation’s securities be subject to restrictions on transfer that are contained in the Articles of Incorporation. Sometime later, shares of the corporation are transferred and the fact that the articles do not include a provision restricting the transfer of shares has unintended and unanticipated consequences for the corporation. Under these circumstances, a request for correction to add to the articles a provision to reflect the private issuer status of the corporation (provision restricting share transfers) will be rejected, even though the corporation has always been a private issuer. This is not an error that occurred during the preparation of the articles or issuance of the certificate. An amendment is recommended in this case.

Correction of errors in documents other than articles or certificates

It is not possible to correct the following documents:  

  • Form 2 - Initial Registered Office Address and First Board of Directors
  • Form 3 - Change of Registered Office Address
  • Form 6 - Changes Regarding Directors
  • Form 22 - Annual Return
  • Proxy Circular filed with Corporations Canada
  • Financial statements filed with Corporations Canada

If you find an error in a Form 2, 3, 6, or 22, see Requests for Correction of CBCA Forms, 2, 3, 6 and 22.

If you find an error in a proxy circular or financial statements filed with Corporations Canada, see Financial Statements and proxy circular, Filing under the Canada Business Corporations Act

Request for correction

The correction of articles or certificates can result from a request filed by the corporation to Corporations Canada, a court order, or a request from Corporations Canada to the corporation.

Request for correction submitted to Corporations Canada

Before submitting a request for correction to Corporations Canada, the corporation should consider filing Articles of amendment (see Amending the Articles of a Business Corporation) to correct an error appearing in the articles.

You must submit a request for correction to Corporations Canada with the information and documentary evidence required for the type of error, (obvious, non-obvious, or attributable only to Corporations Canada). The qualification of the error always depends on the circumstances. Corporations Canada does not determine the type of error before receiving a complete request.

Obvious error

An obvious error is an error that occurred during the preparation and filing of the articles, where the original intention is obvious when reading the articles or certificates. Based on the circumstances, a typo, spelling mistake, or formatting error could be considered as an obvious error. For example:

  • Typo: The corporate name specified in item 1 of the Articles of Incorporation is “The Huanted House Restaurant Inc.” The corporate name should be “The Haunted House Restaurant Inc.”
  • Formatting error: The description of the share capital must include three classes of shares: “Class A”, “Class B”, and “Class C”. The titles of the descriptions of the share classes are “Class A”, and “Class B”, the latter appearing twice. The purpose of the request for correction is to correct the second occurrence of “Class B” and replace it with “Class C”. The error is considered to be an obvious error. However, no correction will be made to the descriptions of the classes of shares.

How to submit a request for correction of an obvious error

Your request must:  

  • describe the error and explain how to correct it
  • show that the correction of the error will not prejudice creditors and shareholders
  • include the replacement pages for the articles, if applicable
  • be signed by a director or officer of the corporation, or a professional representative (lawyer, notary)
  • indicate the date of the signature
  • include the fees.

See the suggested model request.

You must send your request by e-mail, by fax or by mail. See How to file an application under the Canada Business Corporations Act.

Non-obvious error

A non-obvious error is one that occurred during the preparation and filing of the articles where the articles do not reflect the original intention of the corporation. The original intention of the corporation is not obvious when reading the articles or certificates. However, the original intention may be clearly demonstrated by documentary evidence. For example: 

  • Item 3 of the Articles of incorporation states that the corporation has four classes of shares, but only three classes are described. An error occurred during the preparation of the articles, however, the original intention of the corporation is not clear, as it is impossible to determine if the intention was to have three or four classes of shares. However, the original intention can be clearly demonstrated through the incorporator’s instructions provided to the legal counsel, stating that the corporation should have three classes of shares.
  • The minimum number of directors is one and the maximum number is 55. The original intent was to have a maximum number of five. While this is a typo, the error is not obvious, as the corporation’s intention with respect to the number of directors cannot be ascertained by simply reading the articles. The original intention can be clearly shown by a resolution of shareholders approving the change in the number of directors to a minimum of one and a maximum of five.

The request for correction of a non-obvious error must be approved by the directors of the corporation through a resolution.  

How to submit a request for correction of a non-obvious error

Your request must:  

  • describe the error and explain how to correct it
  • state that the board of directors approved the request for correction through a resolution
  • state that because of the error, the articles do not reflect the original intention of the corporation and include documentary evidence. This evidence must be dated prior to the filing of the incorrect articles, clearly show the original intention and must make it possible to determine that an error occurred while preparing the articles. This documentary evidence may consist of:  
    • a certified copy of the original resolution of the directors
    • a proxy form, including the detailed fundamental changes to be made that must be approved by a shareholders’ vote
    • a shareholders agreement
    • a unanimous shareholders agreement
    • a pre-incorporation contract
    • a financing agreement
    • a tax memo
  • state  that the correction of the error will not prejudice creditors or shareholders
  • include the replacement pages for the articles, if applicable
  • be signed by a director or officer of the corporation
  • indicate the date of the signature
  • include the fees.

See the suggested model request.

You must send your request by e-mail, by fax or by mail. See How to file an application under the Canada Business Corporations Act.

Error attributable only to Corporations Canada

An error attributable only to Corporations Canada is an error made by Corporations Canada during the processing of the request, where the articles and/or certificates issued do not reflect the documents filed by the corporation. Typically, it is a data entry error made by Corporations Canada personnel. For example:

  • The corporate name entered in the Corporations Canada database does not reflect the name indicated on the form filed by the corporation. As a result, the corporate name indicated on the certificate is different from the name shown on the form filed.  
  • The effective date of the certificate is not the date requested by the corporation in its transmittal letter. 

Also, an error may be caused only by a malfunction of Corporations Canada’s computer system. However, an error made by the applicant while using the online system is not deemed to be an error attributable only to Corporations Canada. For example, the applicant attaches a schedule to describe the share capital in the special instructions instead of the specific place provided to attach a schedule related to the description of share capital. As a result, the schedule describing the share capital does not appear in the articles. This is not an error attributable only to Corporations Canada, but a mistake by the applicant in using the Online Filing Center.  

How to submit a request for correction of an error attributable only to Corporations Canada

Your request must:

  • describe the error and explain how to correct it
  • state that the correction of the error will not prejudice creditors or shareholders
  • include the replacement pages for the articles, if applicable
  • be signed by a director or officer of the corporation, or a professional representative (lawyer, notary)
  • indicate the date of the signature

There are no fees.

See the suggested model request.

You must send your request by e-mail, by fax or by mail. See How to file an application under the Canada Business Corporations Act.

Review of request by Corporations Canada

Corporations Canada reviews your request for correction based on the information and documentary evidence you provided to ensure that the correction clearly reflects the original intention and will not prejudice creditors or shareholders.

If Corporations Canada determines that your request was not completed under the correct type of error (for example, it is based on an “obvious error” instead of an “error that is not obvious), then Corporations Canada will return the request with a letter asking you to resubmit the request as a different type of error and, if applicable, to provide additional information or documentary evidence.  

Corporations Canada may ask you for additional information or documentary evidence at any time.  

Fees are not reimbursed if the request is not approved or is withdrawn by the applicant.

Appealing Corporations Canada’s decision

Corporations Canada’s decision may be appealed in a court under section 246 of the Canada Business Corporations Act.

Applying to the court to have a certificate or articles corrected

Where the corporation is unable to show the original intention, because it cannot produce satisfactory documentary evidence, or if the correction could prejudice creditors or shareholders, the corporation or any other interested party may apply to the court to order the correction of the articles or the certificate. The court can determine the rights of the parties in question and, if applicable, order that the articles and/or a certificate be corrected. If you decide to apply for a correction to the court, a notice of your application must be sent to Corporations Canada. Corporations Canada will determine whether or not to appear.

In the following examples, Corporations Canada is of the opinion that the correction could prejudice shareholders or creditors and strongly recommends that your corporation file articles of amendment or obtain an order from the court to correct the certificate or articles:

  • Fundamental changes to the corporation were made after the incorrect certificate was issued. For example, the request for correction deals with a class of shares in the articles of incorporation, after which a certificate of amalgamation was issued. Corporations Canada will refuse to correct the Articles of incorporation.
  • The request for correction is intended to correct an error in the description of the share capital included in the Articles of incorporation. However, shares were issued after the issuance of the incorrect certificate or articles.

Correction requested by Corporations Canada

Corporations Canada may discover an error in the articles or certificate of your corporation. In such a case, Corporations Canada will contact your corporation and indicate the steps to take and the records to be provided in order to correct the error.

Model request for correction - Obvious Error

This is a general model request for correction.

You, the applicant, may change the suggested statements to suit the corporation’s specific circumstances. Statements must satisfy Corporations Canada that the correction will not prejudice shareholders or creditors.

Your request must include the contact information, including an email address, of the person making the request. It must also include the fee.

See How to submit a request for correction of an obvious error to learn more about how to submit a request for correction.

Request for Correction

Request for correction of [corporate name and corporation number].

The Articles of [name of the articles to be corrected] filed with Corporations Canada and/or the Certificate of [name of the certificate] issued by Corporations Canada on [date of issuance of the certificate] contains errors.

The error is [describe the error and clearly show that this is an obvious error]

The following articles and/or certificate must be corrected as follows: [explain the correction to be made].

The replacement pages of the articles are attached to the request. [include this statement, if applicable.]

[Include the appropriate statements relating to the use of the articles, the share capital and the corporate name: ]

Use of articles [choose a statement]

The articles and/or certificate were not used with a financial institution, supplier, potential investor, insurance company, funder, government agency, etc.

Or

The articles and/or certificate were used with a financial institution, supplier, potential investor, insurance company, funder, government agency, etc. The party which has received the articles or certificate was advised of the request for correction and had no objections.

If the correction relates to the share capital of the corporation [choose a statement]

No shares were issued, purchased or reacquired, and no similar transactions occurred since the issuance of the incorrect articles or certificate.

Or

Shares were issued, purchased or reacquired, or similar transactions occurred since the issuance of the incorrect articles or certificate. Shareholders were advised of the request for correction and had no objections.

If the correction relates to the corporate name [choose the appropriate three statements]

The corporation did not sign a security contract or other such document using the incorrect name.

Or

The corporation signed a security contract or other such document using the incorrect name. The contracting party was advised of the request for correction and had no objections.

[choose the appropriate statement]

The incorrect name was not used on a document that was registered with a provincial property security regime.  

Or

The incorrect name was used on a document registered with a provincial property security regime. The contracting party was advised of the request for correction and had no objections.

[choose the appropriate statement]

The corporation did not conduct business with third parties (financial institution, supplier, potential investor, insurance company, funder, government agency, etc.) using the incorrect name.  

Or

The corporation conducted business with third parties (financial institution, supplier, potential investor, insurance company, funder, government agency, etc.) using the incorrect name. All third parties affected were advised of the request for correction and had no objections.

Declaration [The following statements must be included in your request and may not be changed.]

I certify that I am the _____________ [director or officer of the corporation, or professional representative (lawyer, notary)] and that:

  1. I have personal knowledge of the matters herein deposed to.
  2. The information provided above is accurate and complete.
  3. The correction will not prejudice the corporation’s shareholders or creditors.
  4. If the correction is approved, the certificate and articles containing the error will be replaced by the corrected certificates and articles in the corporation’s records and the certificate or articles containing the error will no longer be used.
  5. If the correction is approved, the corrected certificate and articles will be submitted to the third parties who conducted business with the corporation on the basis of the incorrect articles or certificate.

Signature

Printed name

Title

[Director or officer of the corporation, or professional representative (such as a lawyer or notary)]

Date



Model request for correction - Non-obvious error

This is a general model of a request for correction.

You, the applicant, may change the suggested statements to suit the corporation’s specific circumstances. Statements must satisfy Corporations Canada that the correction will not prejudice shareholders or creditors.

Your request must provide the contact information, including an email address, of the person making the request. It must also include the fee.

See How to submit a request for correction of a non-obvious error to learn more about how to submit a request for correction.

Request for Correction

Request for correction of [indicate the corporate name and corporation number].

Articles of [indicate the name of the articles to be corrected] filed with Corporations Canada and/or Certificate of [indicate the name of the certificate] issued by Corporations Canada on [indicate the date of issue of the certificate] contain errors. 

The articles and/or certificate do not reflect the original intention, as an error occurred during the preparation of the articles: [clearly describe the error and explain why it does not reflect the original intention].

The attached documentary evidence [indicate the reference to the documentary evidence] clearly shows the original intention of the corporation.  

The articles and/or certificate must be corrected [explain the correction to be made].

The replacement pages of the articles are attached to the request.

[Include the appropriate statements relating to the use of the articles, the share capital and the corporate name:]

Use of articles [choose a statement]

The articles and/or certificate were not used with a financial institution, supplier, potential investor, insurance company, funder, government agency, etc.

Or

The articles and/or certificate were used with a financial institution, supplier, potential investor, insurance company, funder, government agency, etc. The party which has received the articles or certificate was advised of the request for correction and had no objections. 

If the correction relates to the share capital of the corporation [choose a statement]

No shares were issued, purchased or reacquired, and no similar transactions occurred since the issuance of the incorrect articles or certificate.

Or

Shares were issued, purchased or reacquired, or similar transactions occurred since the issuance of the incorrect articles or certificate. Shareholders were advised of the request for correction and had no objections.

If the correction relates to the corporate name [choose the appropriate statement:]

The corporation did not sign a security contract or other such document using its incorrect name.

Or

The corporation signed a security contract or other such document using its incorrect name. The contracting party was advised of the request for correction and had no objections.

[choose the appropriate statement]

The incorrect name was not used on a document that was registered with a provincial property security regime. 

Or

The incorrect name was used on a document registered with a provincial property security regime. The registry administrator was advised of the request for correction and had no objections.

[choose the appropriate statement]

The corporation did not conduct business with third parties (financial institution, supplier, potential investor, insurance company, funder, government agency, etc.) using its incorrect name. 

Or

The corporation conducted business with third parties (financial institution, supplier, potential investor, insurance company, funder, government agency, etc.) using its incorrect name. All third parties affected were advised of the request for correction and had no objections.

Declaration [The following statements must be included in your request and may not be changed.]

I certify that I am the _____________ [director or officer of the corporation] and that:

  1. I have personal knowledge of the matters herein deposed to.
  2. The board of directors approved the request for correction through a resolution.
  3. The information provided above is accurate and complete.
  4. The correction reflects the original intention of the corporation.
  5. The correction will not prejudice the corporation’s shareholders or creditors.
  6. If the correction is approved, the certificate and articles containing the error will be replaced by the corrected certificates and articles in the corporation’s records and the certificate and articles containing the error will no longer be used.
  7. If the correction is approved, the corrected certificate and articles will be submitted to the third parties who conducted business with the corporation on the basis of the incorrect articles or certificate.

Signature

Printed name

Title

Date



Model request for correction - Error attributable only to Corporations Canada

This is a general model request for correction.

You, the applicant, may change the suggested statements to suit the corporation’s specific circumstances. Statements must satisfy Corporations Canada that the correction will not prejudice shareholders or creditors.

Your request must provide the contact information, including an email address, of the person making the request. There are no fees.

See How to submit a request for correction of an error attributable only to Corporations Canada to learn more about how to submit a request for correction.

Request for Correction

Request for correction of [indicate the corporate name and corporation number].

Articles of [indicate the name of the articles to be corrected] filed with Corporations Canada and/or certificate of [indicate the name of the certificate] issued by Corporations Canada on [indicate the date of issue of the certificate] contain errors.

The error is [describe the error and clearly show that this is an error attributable only to Corporations Canada]. 

The articles and/or certificate must be corrected [explain the correction to be made].

The replacement pages of the articles are attached to the request. [Add this statement if it applies to your request].

[Include the appropriate statements relating to the use of articles, the share capital and the corporate name:]

Use of articles [choose a statement]

The articles and/or certificate were not used with a financial institution, supplier, potential investor, insurance company, funder, government agency, etc.

Or

The articles and/or certificate were used with a financial institution, supplier, potential investor, insurance company, funder, government agency, etc. The party which has received the articles or certificate was advised of the request for correction and had no objections. 

If the correction relates to the share capital of the corporation [choose a statement]

No shares were issued, purchased or reacquired, and no similar transactions occurred since the issuance of the incorrect articles or certificate.

Or

Shares were issued, purchased or reacquired, or similar transactions occurred since the issuance of the incorrect articles or certificate. Shareholders were advised of the request for correction and had no objections.

If the correction relates to the corporate name [choose the appropriate statement]

The corporation did not sign a security contract or other such document using its incorrect name.

Or

The corporation signed a security contract or other such document using its incorrect name. The contracting party was advised of the request for correction and had no objections.

[choose the appropriate statement]

The incorrect name was not used on a document that was registered with a provincial property security regime. 

Or

The incorrect name was used on a document registered with a provincial property security regime. The contracting party was advised of the request for correction and had no objections.

[choose the appropriate statement]

The corporation did not conduct business with third parties (financial institution, supplier, potential investor, insurance company, funder, government agency, etc.) using its incorrect name. 

Or

The corporation conducted business with third parties (financial institution, supplier, potential investor, insurance company, funder, government agency, etc.) using its incorrect name. All third parties affected were advised of the request for correction and had no objections.

Declaration [The following statements must be included in your request and may not be changed.]

I certify that I am the _____________ [director or officer of the corporation, or professional representative (lawyer, notary)] and that:

  1. I have personal knowledge of the matters herein deposed to.
  2. The information provided above is accurate and complete.
  3. The correction will not prejudice the corporation’s shareholders or creditors.
  4. If the correction is approved, the certificate and articles containing the error will be replaced by the corrected certificates and articles in the corporation’s records and the certification and articles containing the error will no longer be used.
  5. If the correction is approved, the corrected certificate and articles will be submitted to the third parties who conducted business with the corporation on the basis of the incorrect articles or certificate.

Signature

Printed name

Title

[Director or officer of the corporation, or professional representative (such as a lawyer or notary)]

Date

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