What changes require a notice of change filing in Ontario?
Under the Corporations Information Act (Ontario), a corporation must file a notice of change within fifteen days whenever certain corporate information changes. The changes that trigger a notice of change include: a change in the corporation's registered office address in Ontario, a change of directors (addition, removal, or change in any director's information such as address), and a change of officers (addition, removal, or change in any officer's information).
The notice of change is filed electronically through ServiceOntario or a registered service provider. It is distinct from any internal corporate documentation you might prepare — filing with the government updates the public record, while internal resolutions update the minute book. Both steps should be done whenever there is a reportable change.
Fifteen days goes by quickly, particularly during busy periods or when a director change happens informally. If you are removing a director who has resigned, get the government filing done at the same time you update the minute book. One common compliance gap is director changes that are documented internally but never reported to the province. This shows up as stale information on the Ontario business registry, which can cause problems during transactions when counterparties search the registry and find incorrect directors listed.
Key takeaways
- Notice of change is required within fifteen days of changes to registered office, directors, or officers.
- File through ServiceOntario or a registered corporate service provider.
- Both a government filing and an internal minute book update are required for each change.
- Stale public registry information is a common compliance gap that surfaces during transactions.