When does an Ontario corporation need to file articles of amendment?

An Ontario corporation must file articles of amendment whenever it makes a change that alters the corporation's constitutional documents — its articles of incorporation. Common changes that require articles of amendment include changing the corporation's name, changing the authorized share structure (adding or removing classes of shares), changing any restrictions on the business the corporation can carry on, or changing any conditions or restrictions in the articles.

Filing articles of amendment requires passing a special resolution of the shareholders (generally two-thirds of votes cast), unless the change is one that only directors can make. You submit the articles of amendment to ServiceOntario along with the applicable fee, and the government issues a certificate of amendment once approved.

Not every corporate change requires articles of amendment. Changes to director information are handled by a notice of change, and internal policy changes are handled through bylaw amendments. It is important to distinguish between changes to the articles (constitutional, requiring government filing) and changes to the bylaws or corporate records (internal, not filed with the government). A corporate lawyer can help determine which process applies to your specific change.