Canada Corporations Act part II – Amendment to the place of the head office of the corporation

Table of Contents


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.

Caution

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:

  1. the street address for the head office;
  2. a copy of the single purpose by-law certified under the seal of the corporation; and
  3. 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.

Membership approval

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.

Annex 1

Sample Letter to Corporations Canada for amending the place of the head office

Date:

Corporate Number:

To: Corporations Canada
235 Queen Street
Ottawa, Ontario K1A 0H5

Option 1

Enclosed are:

  1. A copy of a single purpose by-law amending the place of the head office certified under the seal of the corporation; and
  2. A copy of the Canada Gazette notice.

The street address of the head office is:

Option 2

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 space to insert date, 20space to insert year.] (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.

Signed: space to insert signature
Authorized officer (e.g., President)

Name:

Address:

Telephone Number:

(Corporate Seal)

Annex 2

Sample notice

Notice is hereby given that space to insert full corporate name(corporate name) has changed the location of its
head office to the City of space to insert city,
Province of space to insert province.

Dated space to insert date.

Jean Doe
President

Avis est par la présente donné que
Champ de saisie de la dénomination sociale complète(dénomination
de la corporation) a changé le lieu de
son siège en la ville de Champ de saisie de la ville,
province de Champ de saisie de la province.

Daté le Champ de saisie de la date.

Jean Doe
Président

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