Can I change my Ontario corporation's name or share structure after I incorporate?
Yes, you can make changes to your Ontario corporation's articles after incorporation by filing Articles of Amendment with ServiceOntario. Common amendments include changing the corporation's name, adding or amending share classes, changing restrictions on the corporation's business activities, or increasing the number of authorized shares.
Changing the corporate name follows the same NUANS search process as a new incorporation — you need a valid NUANS report showing your new name is available. Changing the share structure may also require shareholder approval, typically by special resolution (usually two-thirds of the votes cast), before you can file the amendment.
Articles of Amendment trigger a new certificate (a Certificate of Amendment), and your corporation's legal status continues uninterrupted. The changes take effect on the date the certificate is issued. If you have a shareholders' agreement or other contracts that reference your share structure, those may also need to be updated at the same time.
Planning your share structure carefully at the outset is still the better approach — amendments cost legal time and filing fees. But if your circumstances change (a new investor, a new tax planning opportunity, or a rebrand), the amendment process is straightforward with legal help.
Key takeaways
- Articles of Amendment allow you to change your name, share structure, or other provisions.
- A NUANS report is still required for a name change.
- Share structure changes usually require a shareholder special resolution.
- Planning well at incorporation avoids the cost and effort of later amendments.