One of the most common changes in the life of a corporation is an address change. Corporations change their address for a whole host of reasons; for example, when they’re growing, and they lease a new space, when there is a change in ownership, or when there is a change in business activity.
Changing the registered office address of your corporation can become a headache if you don’t approach it in the right way. This article aims to help Canadian corporations, i.e., corporations incorporated federally under the Canada Business Corporations Act, understand what is involved in changing their registered office address. In the process, we’ll let you know the best way to easily take care of changing the registered office address of your corporation.
The process for changing the registered office address of your federal corporation will depend on the answer to this question: Is the new address of your Canadian corporation in a new province? If the answer is: “No, the new address is in the same province as the old address,” then the process is inexpensive and straightforward. If the answer is “Yes, the new address is in a different province than the old address,” then the process will involve more steps and will be more costly.
We will first provide some general information about registered office addresses and then describe exactly what needs to be done in both of the situations described above.
What is a “registered office address”?
Each Canadian corporation is required to have a registered office address.
The term “registered” means that the corporation filed paperwork with Corporations Canada stating that this specific address would be the main address—or registered office address—of the Corporation.
The registered office address is a physical location (no P.O. boxes allowed!) where the corporation can receive mail. A physical address is required in part so that the corporation can receive “personal service” of documents (i.e. physical delivery directly to an individual), such as statements of claim starting a lawsuit.
If a corporation has more than one physical location—for example, a warehouse site, a head office, and multiple retail outlets—only one will be the registered office address for the corporation. Usually, it would be the head office location. If you need help determining your corporation’s registered office address, just message us at contact@tobuso.ca, and we will let you know.
Where does the registered office address need to be?
The registered office address needs to be somewhere in Canada. One of the benefits of a federal corporation is that the address can be anywhere in Canada (as opposed to corporations that are incorporated under the laws of a province or territory—those corporations need a registered office address in that specific province or territory).
However, your federal corporation also needs to extra-provincially register in the province or territory where its registered office is located (which some might see as a drawback of having a federal Canadian corporation).
1. Changing the registered office of a Canadian corporation within the same province
To change the registered office of a Canadian corporation (within the same province as the current registered office address), the following steps need to be taken:
- Board resolution authorizing the address change (unless a shareholders agreement or the bylaws require that the shareholders make such a decision);
- Notice of Change filed with Corporations Canada;
- Minute Book updated;
- All third parties updated, including:
- CRA
- Banks
- Workplace safety insurers
- Insurance providers
- Domain name providers
- People that the corporation contracts with (like service providers and customers)
Corporations Canada does not charge any fees for filing a Notice of Change, so there are no government fees for changing the address of a Canadian corporation within the same province.
2. Changing the registered office of a Canadian corporation, moving to a new province
There are additional steps to change the registered office of a Canadian corporation (to a new province). The biggest difference is that the articles of the corporation need to be amended, and a new extra-provincial registration needs to be filed. Here are the steps required:
- Prepare Articles of Amendment;
- Shareholder resolution authorizing Articles of Amendment;
- Board resolution (i) authorizing the address change (unless a shareholders agreement or the bylaws require that the shareholders make such a decision) and (ii) approving of the articles of amendment;
- File Articles of Amendment with Corporations Canada;
- File an extra-provincial registration in the new province;
- Minute Book updated;
- All third parties updated, including:
- CRA
- Banks
- Workplace safety insurers
- Insurance providers
- Domain name providers
- People that the corporation contracts with (like service providers and customers)
Corporations Canada charges a fee of $200 to amend the articles of incorporation (there is an additional $100 rush fee if you need the articles of amendment to be processed right away). There are also fees for extra-provincial registration, which vary from province to province. They can be as low as $0 (for federal corporations extra-provincially registering in Ontario) to $560 (for federal corporations extra-provincially registering in Newfoundland). Contact us at contact@tobuso.ca if you want to know the exact cost of moving your registered office address to a new province.
How do I change the registered office address of my Canadian corporation?
We have made it easy for you to change the address of your Canadian corporation, whether the new address is in the same province or whether you are moving provinces.
Follow the prompts and set up a free account at Tobuso’s website. By using the Tobuso platform, you can rest easy knowing that the correct documents will be generated and circulated for e-signature, proper filings will be made with Corporations Canada, and your minute book will automatically be updated.
We hope this article gives you a better understanding of how to change the address of your federal corporation in Canada. If you want to learn more about Tobuso, just visit our site or go ahead and sign up for free today!
