Articles of Amendment in Canada: Rules and Cost

When the facts of your corporation change, the correction has to land in the right document. Changing your name, your share structure, or a provision written into your articles means filing articles of amendment and receiving a certificate, and that is not the same as updating the registry. If all that changed is your address, your directors, or your activity sectors, you probably need an updating declaration instead, and that separate process is covered in our guide to the annual updating declaration in Quebec.

Declaration or articles of amendment: which one do you need?

The single most important distinction in Quebec corporate law is between the two documents that change your file. Articles of amendment change your constituting document and produce a certificate of amendment, and they always require a shareholder special resolution first. An updating declaration, annual or current, changes only registry information under the public registry law, never touches the articles, and needs no special resolution, but it carries a 30-day deadline from the date of the change. Think of the articles as the constitution and the declaration as a change-of-address form.

Practically, the question has two very different answers. Reporting a new address, officer, or activity sector only touches the registry, and that filing is free with no resolution. Changing what the corporation actually is, such as its name or the rights attached to its shares, must be filed as articles of amendment. Get the column wrong and you either pay about $206 for a filing you did not need, or file a declaration that leaves your articles unchanged.

The table cuts both ways: the first row is a free declaration with no resolution, and every row below it is articles of amendment requiring a special resolution and about $206 in Quebec.

The sharpest trap is the word director. Changing the minimum or maximum number of directors written into the articles is an articles amendment, but naming a new director is only a declaration. Same word, two different filings, a difference of about $206 versus free.

What changes require articles of amendment?

Under the Quebec Business Corporations Act (LSA), the articles may be amended to add, replace, or delete any provision. The Registraire des entreprises du Québec works from this list.

Moving the registered office within the same judicial district is a board resolution. Moving to another judicial district in Quebec needs a special resolution but goes through the registry, not the articles.

Who has to approve the amendment?

A special resolution means at least two thirds of the votes cast by shareholders entitled to vote, or a resolution signed by all of them. The signed-by-all route is how most closely held companies actually get this done.

Quebec LSA article 191 adds a separate class vote: each affected class or series approves separately, even where the shares carry no voting rights, when the resolution ends equality among holders or prejudices their rights. Federal CBCA section 176 is the same, and the amendment is adopted only once every affected class has approved by special resolution. Creating a class that ranks equal or superior to an existing one triggers this, a common oversight when adding a preferred class for an investor. If the corporation has no shareholders, the board amends alone.

How much does it cost?

Quebec and federal fees differ, so settle the jurisdiction first.

A Quebec name change lands at about $206, or about $233 with an optional name reservation (about $27, valid 90 days). The name search in the register is free.

Quebec does not publish a specific processing time for statuts de modification. Its service-standards page lists a catch-all of 15 to 30 business days regular for other requests, but this filing is not named, so treat any number you see as an estimate.

Two federal amendments are free but slower, by email or mail only and about 10 days: adding an English or French version of a name, and changing a name as directed by Corporations Canada.

The NUANS change matters. For a federal name change you no longer buy a separate NUANS report: the name search is integrated into the Online Filing Centre for about $13.80, and reports bought outside it will not be accepted. Older guides saying a standalone NUANS is required are outdated.

Fees shown are those in effect January 1, 2026 and can change.

How do you actually file it?

Get the approval first, then file, then finish the books.

1. Pass the resolution. Approve the special resolution, plus any separate class votes, before filing.
2. File the articles of amendment. In Quebec, file the certificat de modification (statuts de modification) with the Registraire. Federally, use the Online Filing Centre and Corporations Canada's guide to amending articles.
3. Receive the certificate. The Registraire examines the filing and delivers a certificate with the effective date and, where applicable, time.
4. Update the minute book with the amended articles, certificate, resolution, and any class votes.

What happens after filing?

The changes take effect on the date and, where applicable, the time shown on the certificate of amendment, once the Registraire finds the filing compliant.

Updating the minute book is a statutory obligation, not a formality. The amended articles, certificate, special resolution, and class-vote resolutions belong in the books, which shareholders can consult and get a free copy of.

After several amendments, the board can consolidate into restated articles: Quebec's certificat de refonte, about $206 and board alone; federally, restated articles.

The most missed step follows a name change. If the old name was used for establishments, file a current updating declaration within 30 days to update them and other names used. It is separate and free.

The NEQ does not change: it is assigned once at registration, and a name change amends the existing file rather than creating a new one. The federal corporation number persists too; the CRA business number was not confirmed.

Changing your share structure? Talk to a tax specialist first

A share reorganization is a disposition for tax purposes unless it fits a rollover. Get the tax wrong and you face deemed dividends, immediate capital gains, or loss of the capital gains exemption. Do not file without a tax specialist first. See our guide to common and preferred shares in Canada.

Income Tax Act section 86 is the exchange-of-shares rollover; section 85 is the property transfer by shareholders, requiring a joint election.

Common mistakes

• Filing articles with no special resolution first.
• Forgetting the separate class vote, which applies even without voting rights.
• Changing the name through the updating declaration.
• Amending just to appoint a director, when a free declaration fits.
• Stopping after a name change, missing the 30-day follow-up.
• Skipping the minute book.
• Reorganizing shares without tax advice.
• Buying a standalone NUANS report for a federal name change.
• Assuming a name change scrubs liability, which federally it does not.

FAQ about amending articles

What are articles of amendment?

Articles of amendment are the filing that changes your corporation's constituting document. They cover the name, share capital, director limits, transfer restrictions, and activity limits. Once accepted, you get a certificate of amendment, and the changes take effect on its date.

How much does it cost to amend articles?

In Quebec, about $206 regular and about $309 for priority. A name change stays about $206, or about $233 with an optional $27 name reservation. Federally, filing is about $200 online, plus about $100 for express service. Fees can change.

Do I need a shareholder resolution?

Yes. Articles of amendment require a special resolution approving two thirds of the votes cast, or a resolution signed by all shareholders. When a change affects a particular class or series, that class votes separately, even without any voting rights.

Do I need a NUANS report to change a name federally?

No. For a federal name change, the name search is now integrated into the Online Filing Centre and costs about $13.80. A NUANS report bought outside that centre will not be accepted, so older guides are now out of date.

Does changing my company name change my NEQ?

No. The NEQ is assigned once at registration, and a name change amends the existing file rather than creating a new one, so the number stays the same. The federal corporation number also persists. Verify the CRA business number separately.

Get the corporate side right

Lexstart's core service is incorporation and ongoing corporate maintenance. Whether you are amending or incorporating fresh, check our pricing or talk to us before you file.