Articles of Amendment

A corporation's articles are its public charter: the share classes it may issue, the rights attached to them, any transfer restrictions, the number of directors and any limits on its business. The articles of incorporation set these at the start. Apart from an amalgamation, an arrangement or a court-ordered reorganization, each of which has its own filing, the way to change them later is to file articles of amendment. Once filed, the amendment becomes part of the corporation's constating documents and is read together with the original articles.

In Ontario, section 168 of the Business Corporations Act (OBCA) permits the amendment, section 171 requires the articles of amendment to be sent to the Director, and section 172 has the Director endorse them with a certificate of amendment. The articles are effective on the date shown in that certificate.

Some changes do not need articles of amendment at all:

• Directors, officers and addresses. New or departing directors and officers, and a new registered office address, are reported on a notice of change under the Corporations Information Act, due within 15 days after the change. Moving the registered office to a different municipality needs a special resolution first, but not an amendment.
• By-laws. Meeting rules, quorum and signing authority live in the corporate by-laws, which are changed internally and not filed.
• The number of directors within an existing range. If the articles set a minimum and maximum, the actual number is fixed by special resolution or, if a special resolution empowers them, by the directors (OBCA section 125).

Section 168(1) allows a corporation to add, change or remove any provision that is or may be in its articles. The changes that come up most often in private corporations are:

• Creating new share classes, such as preferred shares for an investor, fixed-value freeze shares for an estate freeze, or non-voting classes.
• Changing existing shares, whether issued or unissued: renaming a class, adding or removing rights, privileges, restrictions and conditions, or converting shares into a different number or class (a split, consolidation or reclassification).
• Series, by dividing a class into series or authorizing the directors to do so.
• Maximum numbers, by adding, changing or removing a cap on the number of shares or the consideration for which they may be issued.
• Transfer restrictions, by adding, changing or removing restrictions on the issue, transfer or ownership of shares. A corporation whose template articles omitted a transfer restriction often adds one so that it can rely on the private issuer exemption when it issues shares.
• Directors, by increasing or decreasing the fixed number or the minimum and maximum. A decrease does not shorten the term of a director already in office.
• Business restrictions, by adding or removing limits on the business the corporation may carry on or the powers it may exercise.

A name change is also made by articles of amendment, with extra steps: an Ontario NUANS report unless the new name is a number name, and a solvency condition in section 171(3). Our corporate name change guide walks through that process, and our guide to share structure for a new corporation explains why getting the classes right at incorporation avoids most amendments.

Special resolution. Under section 168(5), an amendment must be authorized by a special resolution: at least two-thirds of the votes cast at a shareholders' meeting called for the purpose, or a written resolution signed by every shareholder entitled to vote. A name change from a number name, and the directors' own power to fix the terms of a series, need only a directors' resolution.

Class votes. Section 170 gives each affected class or series a separate vote on amendments that, among other things, change the maximum number of its shares, reclassify or cancel them, change their rights, create a new class equal or superior to them, or change their transfer restrictions. The class votes even if its shares are otherwise non-voting, and the amendment is adopted only when every class entitled to vote approves it by special resolution. The articles can remove the class vote only for certain changes, such as creating a new equal or superior class.

Dissent rights. A shareholder entitled to vote can dissent from an amendment that adds, changes or removes transfer restrictions or business restrictions, or that falls within the class-vote list in section 170, even where the corporation has only one class. The articles can exclude dissent for a few of those class changes. A shareholder who follows the procedure in section 185 is paid the fair value of their shares, and the meeting notice must mention that right. Our entry on dissent rights sets out the steps and deadlines.

Contracts. A shareholder agreement or unanimous shareholder agreement often requires unanimous or specific consent to amend the articles, and loan agreements may restrict changes to share capital. Check both before calling the meeting.

If the special resolution authorizes it, the directors can revoke the resolution without going back to shareholders at any time before the certificate of amendment is endorsed.

1. Draft the amendment. Ontario's instructions for Form 5261 ask you to describe the changes to the existing articles (for example, "the authorized capital of the corporation described in section 3 is amended by...") rather than restate the amended version.
2. Approve it. The directors approve the proposal and either call a shareholders' meeting or circulate a written special resolution, plus any class resolutions.
3. File. File online through the Ontario Business Registry using the corporation's company key, or by mail on Form 5261. A director or officer signs, the resolution date cannot be in the future, and you choose an effective date that cannot be in the past and can be up to 30 calendar days ahead.
4. Pay the fee. The government fee is $150 online or by mail as of October 2026. Ontario lists online filings as immediate and mail filings at 15 business days.
5. Update the records. File the certificate of amendment in the minute book, then update the securities register, share certificates and legends, and any shareholder agreement that refers to the old share terms.

After several amendments, the directors can file restated articles of incorporation under section 173, which consolidate the original articles and all amendments into one document that supersedes them; the fee is also $150.

Changing the rights of shares that are already issued can have income tax consequences, so bring in the corporation's accountant before the resolution is signed. Federal corporations follow the parallel process in sections 173, 176 and 177 of the Canada Business Corporations Act, filing with Corporations Canada instead.

Mira Desai and Callum Fitzgerald own Corvane Health Inc., a Mississauga health-software company, with 60 and 40 common shares. The articles came from an online template: one class of unlimited common shares and no transfer restriction. An angel investor, Tariq Benali, agrees to invest $500,000 for preferred shares with a 1x liquidation preference.

Their lawyer drafts articles of amendment that create an unlimited number of Class A Preferred shares with the negotiated rights and add a requirement for board consent to any share transfer. Both changes would ordinarily trigger class-vote and dissent rights, so the lawyer has both founders sign one written special resolution, which satisfies the class vote and leaves no dissenting shareholder. The articles are filed online on March 3 with a requested effective date of March 10, and the $150 fee is paid by credit card.

On March 12 the board issues 500,000 Class A Preferred shares to Tariq at $1.00 each. Certificate P-1 carries a transfer-restriction legend, the securities register is updated and the shareholder agreement is amended to add Tariq as a party. The financing closes on its original timetable.