Corporations Canada

Registered Office of a Corporation That Existed Under the Canada Business Corporations Act Prior to November 24, 2001

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Introduction

This policy outlines the position of the Director appointed under the Canada Business Corporations Act (CBCA) with respect to the registered office of the corporation.  It does not in any way expand the powers of the Director, the corporation or its shareholders or creditors beyond those powers that are conferred under the CBCA.

Note also that this policy summarizes requirements under the CBCA and the Canada Business Corporations Regulations (2001).  If there is a conflict, the provisions in the CBCA and the regulations prevail.  As with all statutes, the courts are responsible for the final interpretation of the CBCA and its related provisions.

The Director is not bound by this policy in any decision he makes in a particular case.  Furthermore, this policy cannot substitute for a legal, accounting or commercial opinion or the exercise of professional judgment by legal, accounting and commercial advisors in a particular instance.

CBCA Requirements

Since November 24, 2001, the CBCA1 requires that the province2 where the registered office is to be situated be specified at all times in the corporation's articles.  Prior to that date, the articles were required to specify the place (i.e. municipality and province) of the registered office.

Situation of corporations existing under the CBCA prior to November 24, 2001

Corporations Canada has no authority to unilaterally amend a corporation's articles and change the place to a province or territory.  For corporations that existed prior to November 24, 2001, Corporations Canada will assume that the registered office is in the province indicated in the place listed in the articles.  For example, if the articles indicate that the registered office is located in the Montreal Urban Community, it will be assumed that the registered office is located in the Province of Quebec.  It should be noted that a corporation's articles will continue to indicate the place of the registered office as it was indicated prior to November 24, 2001.  However, Corporations Canada will accept filings of Form 3: Change of Registered Office Address where the address is not located in the place indicated in the articles so long as it within the same province.

If a corporation wishes to indicate the appropriate province for the registered office in its articles, the following are two options depending on whether or not there is a shareholders' resolution to amend the articles:

  1. Restate the Corporation's Articles
    If there is no shareholders' resolution to amend the place to a province, the appropriate method to indicate the province in the articles is by filing restated articles.  Form 7: Restated Articles of Incorporation may be filed at any time.  The filing fee is $50.  The applicant will be allowed to indicate in Item 2 of Form 7: Restated Articles of Incorporation the province or territory of the place currently indicated in the articles.  For example, amended articles of incorporation indicate that the registered office of the corporation is located in "Halifax".  The applicant may then indicate in Item 2 of Form 7: Restated Articles of Incorporation that the province of the registered office is Nova Scotia.

  2. File Articles of Amendment
    If a shareholders' meeting has taken place to approve the change from a place to a province, the corporation is to file articles of amendment and pay the fee of  $200.  A Certificate of Amendment can only be issued where there is a shareholders' resolution on a particular amendment.

Specific Cases

Amalgamations involving corporations in existence prior to November 24, 2001

For short-form amalgamations, the Director will allow the applicant to indicate in Item 2 of Form 9: Articles of Amalgamation the province or the territory of the place indicated in the articles of the parent corporation or of the subsidiary, as appropriate, at the time of the amalgamation.  The Certificate of Amalgamation issued by the Director will indicate the province or territory in which the registered office of the corporation is situated.  For example, in the case of a short-form vertical amalgamation, the applicant may specify "Manitoba" in Item 2 of Form 9: Articles of Amalgamation, since the articles of incorporation of the parent corporation indicate "Winnipeg".

National Capital Region

Before November 24, 2001, it was possible to indicate the National Capital Region as the place of a registered office. This region straddles two provinces, Ontario and Quebec.

The position of the Director concerning a place straddling two provinces is that the province of the registered office is the province in which the registered office was physically situated on November 24, 2001.  For example, when the corporation indicated the National Capital Region as the place of its registered office and the Notice of Registered Office indicated that the registered office is located in Gatineau, Quebec, it will be assumed that the registered office is located in the Province of Quebec.

However, a corporation may at any time, follow one of the options described above to change its articles so that it reflects the other province instead.  

Additional Information and How to Reach Corporations Canada

For additional information on Corporations Canada's products and services, please visit Corporations Canada's website www.corporationscanada.ic.gc.ca or call our toll free number 1-866-333-5556.

You can also contact Corporations Canada at:

Client Services Section
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
Ottawa, Ontario K1A 0C8
Toll free: 1-866-333-5556
Fax: 613-941-0601
www.corporationscanada.ic.gc.ca

1 Paragraph 6(1)(b) of the CBCA. Return to text

2 Under the Interpretation Act, the word "province" also includes a territory.Return to text

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