Changing directors or the registered office

Who decides

Shareholders elect directors by ordinary resolution, a majority of the votes cast, at the first shareholders' meeting and at each annual meeting where an election is due (section 106(3)). They can remove a director the same way at a special meeting (section 109(1)), or by a written resolution signed by every shareholder entitled to vote (section 142(1)), unless the director has given the corporation a written statement opposing the removal. A director elected by one class of shares can only be removed by that class.

The directors can fill a vacancy if those left form a quorum (section 111(1)), except a vacancy created by increasing the number of directors or by the shareholders electing too few. The articles can also reserve every vacancy to the shareholders (section 111(4)). The person appointed serves out the rest of the term. The directors can also appoint extra directors between annual meetings, up to one third of the number elected at the last one, unless the articles say otherwise (section 106(8)).

The articles set how many directors the corporation has, as a fixed number or a minimum and maximum. Changing that number needs a special resolution and articles of amendment, which are free when filed online.

Before someone joins the board

A director must be an individual (not a company), at least 18, not incapable, and not a bankrupt (section 105(1)).

The Act still requires at least 25% of a federal corporation's directors to be resident Canadians, and at least one if the board has fewer than four directors (section 105(3)). Some provinces have dropped a rule like this for their own corporations; the federal rule remains.

A person elected or appointed at a meeting they did not attend only becomes a director if they consent in writing, before or within ten days after, or start acting as a director (section 106(9)). Keep the signed consent with the resolution.

When a director leaves

A resignation takes effect when the written resignation is sent to the corporation, or on a later date written in it (section 108(2)). From then, the corporation has 15 days to report the change.

A director who resigns may give the corporation a written statement of their reasons, which the corporation must send to the shareholders and to Corporations Canada (section 110(2)).

Report a change of directors

1. Record the decision

   The shareholders' resolution electing or removing a director, or the directors' resolution filling a vacancy, with the date it takes effect.

2. Collect the consent

   A signed consent from any new director who was not at the meeting, within ten days.

3. File Form 6 online within 15 days

   Changes Regarding Directors, in Corporations Canada's Online Filing Centre. It is free and usually processed in a day.

4. Update the minute book

   File the resolution, the consent and a copy of the notice together.

A director's new address

A director who moves has 15 days to tell the corporation, and the corporation then has 15 days to tell Corporations Canada (section 113(1.1)), on the same Form 6.

Directors' names and addresses on the federal record are public. A director may give an address where documents can be delivered to them instead of a home address.

Moving the registered office

A federal corporation must always have a registered office in the province or territory named in its articles (section 19(1)). Corporations Canada does not accept a post office box.

Within the same province

The directors decide; no shareholder vote is needed (section 19(3)). File Form 3, Change of Registered Office Address, online within 15 days of the move. It is free and usually processed in a day.

To another province or territory

This changes the articles, so the shareholders must pass a special resolution: two thirds of the votes cast, or a resolution signed by every voting shareholder (section 173(1)(b)). File Form 4, Articles of Amendment, with Form 3, and Form 6 if the directors change at the same time. Changing the province is free when filed online, and it takes effect on the date on the certificate of amendment (section 179(1)).

How to file online

Every change above is filed in Corporations Canada's Online Filing Centre. You need a My ISED Account, and either the corporation's key or an access role for the corporation. The filing is signed by someone the directors have authorized who knows the corporation, such as a director, an officer or an agent.

Corporations Canada will also email you whenever a change to your directors, registered office, name or status is filed. It costs nothing to sign up, and it warns you of a filing you did not make.

A corporation a year behind on any filing it owes can be dissolved by Corporations Canada (section 212(1)), so a missed notice matters. The guide to annual returns covers the other yearly filing.

What goes into the minute book

• The shareholders' or directors' resolution that made the change.
• Any new director's signed consent.
• A copy of each notice filed. The Act requires copies of the notices of directors (section 20(1)); when you file online, keep the signed original with the records.

The Act does not require a separate register of directors, but most minute books keep one, and it makes the board's history easy to follow. More in keeping a minute book.

Frequently asked questions

Official sources

• Next steps following incorporation(opens in a new tab)

  Filing changes regarding directors and the registered office.

• Federal corporation forms(opens in a new tab)

  Form 3, Form 4 and Form 6, each filed online.

• Services, fees and processing times(opens in a new tab)

  What each filing costs and how long it takes.

• Guide to amending articles(opens in a new tab)

  Moving the registered office to another province, and other amendments.

• Online Filing Centre(opens in a new tab)

  Corporations Canada's online filings.