If you run an Ontario corporation and would like to appoint a new officer (such as a President, CEO, CFO, Treasurer, etc.), you will want to consider a few things when doing so, to ensure that the new officer has been properly appointed and recorded. This article helps give you an idea of the steps that should be taken, as well as other points to consider when a new officer is appointed.
*Please note that this article refers to Ontario corporations, however a lot of this information can be carried over to other jurisdictions as well—but some of their requirements (such as filing requirements) may vary.
Below are three steps to take when your Corporation is ready to appoint a new officer. Be sure that you first review the Articles, By-Laws or any Unanimous Shareholder Agreement of the Corporation, as they may state additional steps or restrictions in relation to officers of the corporation.
Step 1
Ensure that the appointment of a new officer has been approved by all of the directors of the corporation.
The directors of a corporation are responsible for appointing the officers of a corporation. The directors should specify the officer’s duties and responsibilities, and provide them with the ability to manage the business and affairs of the corporation, in a way that is suitable to their role (for example: they are not likely going to give bookkeeping responsibilities to a Chief Creative Officer if one is appointed).
To formally appoint an officer, there should be a record of either meeting minutes of the directors, approving of the appointment of officers, or a resolution in lieu of a meeting, signed by all the directors of the corporation. This should be done before the new officer’s official start date.
Step 2
Update the Officer’s Register
Once the officer has been appointed, they should be added to the corporation’s Officer Register, which is kept in the Minute Book (paper or digital). The information that should be listed on the register for each officer is as follows:
- The individual’s full name;
- The individual’s mailing address;
- The individual’s title/position (CEO, CFO, President, Secretary, etc.);
- The individual’s start date (the day they were appointed as officer);
- The date the individual ceased to be an officer (if applicable).
Step 3
File a “Notice of Change” with the Ontario Business Registry
The Ontario Business Registry (the “OBR”) keeps a record of all of a corporation’s directors and officers. It is the corporation’s responsibility to ensure that this information is kept up-to-date, and to file a Notice of Change when necessary as changes arise. When a new officer is appointed, a Notice of Change should be filed, so that the OBR is informed of this addition. The OBR will want to know the same information that is recorded on the Officer’s Register. You can also provide an email address, but this is optional. The Notice of Change should be filed within 15 days of the change coming into effect.
If you are incorporated in a different jurisdiction, you will want to check if you are required to make any filings to update the officer information or not. Some jurisdictions require this, others may not. Federal corporations, for example, are not required to update officer information with Corporations Canada.
Other Considerations When Appointing an Officer
Officer Consent
Although not required by the Business Corporations Act (Ontario), you may want to have written consent from the new officer, confirming their new role. This consent should be kept with the records of the corporation (in the Minute Book).
Officer Titles
There isn’t a set list of titles that you can choose from when appointing an officer. It is most common to appoint a President and Secretary. When directors are appointing an officer, they should choose a title that best describes the new officer’s role. Some corporations choose to get creative with the officer titles that they choose.
Directors can also be Officers
A director can be appointed as an officer—they can actually hold more than one officer position at a time (such as President and Secretary). This is very common, especially with smaller corporations. Often, one person will be a director, officer and shareholder of a corporation.
We hope this gave you a better idea of the process of adding an Officer to a corporation. Keeping a thorough record of any changes that a corporation goes through is so important to ensure the corporation remains compliant and organized. Our platform helps corporations keep their records organized and up to date, and is secure and reserved for those you trust. Sign up today!
