Canada Corporations Act part II – Amendment to the place of the head office of the corporation
Table of Contents
- Why use this policy?
- What does Corporations Canada do?
- What happens when a request for Ministerial approval of by-laws is deficient or incomplete?
- What documents must be filed with Corporations Canada?
- Membership approval
- Publication of notice in the Canada Gazette
- Annex 1 - Sample letter to Corporations Canada for amending the place of the head office
- Annex 2 – Sample notice
Why use this policy?
The purpose of this policy is to help you submit a request for an amendment to the place of the head office of a not-for-profit corporation under Part II of the Canada Corporations Act (CCA). By ensuring that you provide all the required information with your initial request, you can help Corporations Canada process your request swiftly.
This policy is not intended to replace legal advice. While this policy discusses certain by-law provisions that are not specifically dealt with (neither explicitly permitted nor prohibited) in Part II of the CCA, Corporations Canada can give no assurance that a court would find those particular provisions to be valid under the CCA. Accordingly, you may want to consult with legal counsel or other professional advisors prior to amending your general by-laws.
What does Corporations Canada do?
Corporations Canada will check that your documents comply with the CCA and other requirements and are in proper form. If so, Corporations Canada will issue a letter indicating that the by-law has been filed with the Minister.
What happens when a request for Ministerial approval of by-laws is deficient or incomplete?
Requests that are deficient or incomplete will be returned to the corporation with a notice stating the nature of the deficiency.
What documents must be filed in with Corporations Canada?
A request for an amendment to the place of the head office of a not-for-profit corporation must be in the form of a letter (see sample in Annex 1) specifying:
- the street address for the head office;
- a copy of the single purpose by-law certified under the seal of the corporation; and
- confirmation that the notice has been or will be published in the Canada Gazette or a copy of the bilingual notice that was published by the corporation in the Canada Gazette (see sample in Annex 2).
No fee is required.
In order to change the place where the head office of a corporation is situated, a single purpose by-law must be sanctioned by at least 2/3 of the votes cast at a special meeting of members.
A change of street address within the same place of the head office does not require such a by-law, but must be indicated on the next Annual Summary filed as of March 31st. In the meantime, a letter to Corporations Canada providing the new address will suffice.
Publication of notice in the Canada Gazette
One of the requirements for amending the location of the head office is publication of a bilingual notice on the proposed by-law in the Canada Gazette. The corporation must publish this notice. A sample notice appears in Annex 2. Visit the Canada Gazette website for more information on publishing requirements for non-federal government notices.
Sample Letter to Corporations Canada for amending the place of the head office
235 Queen Street
Ottawa, Ontario K1A 0H5
- A copy of a single purpose by-law amending the place of the head office certified under the seal of the corporation; and
- A copy of the Canada Gazette notice.
The street address of the head office is:
Enclosed is a copy of a single purpose by-law amending the place of the head office certified under the seal of the corporation.
We confirm that notice of this change [will be published in the Canada Gazette was published in the Canada Gazette on , 20.] (The notice must be bilingual.)
I hereby certify that I have the relevant knowledge of the corporation and that I am authorized to sign and submit this application.
Authorized officer (e.g., President)
Notice is hereby given that
(corporate name) has changed the location of its
head office to the City of ,
Province of .
Avis est par la présente donné que
de la corporation) a changé le lieu de
son siège en la ville de ,
province de .
Daté le .
- Date modified: