How do you Change the Name of a Corporation?
Corporations can and do change their names or get a name if known only by a number. Changing the name of a corporation in Ontario or Canada is actually a big deal. The corporation must be solvent meaning if the corporation is unable to pay its liabilities as they come due, it is not permitted to change its name. The realizable value of the assets of the corporation must also exceed the total of its liabilities. The change must also be approved by the shareholders.
To change the name of a corporation, it is necessary to amend its articles of incorporation. To amend the articles of incorporation for a name change requires a special resolution of the shareholders be passed since it is considered to be a “Fundamental Change” within the meaning of both the provincial and Canadian Business Corporations Acts. A Nuans name search is also required and for federal corporations, the name must be approved by the Director at Corporations Canada to be used. It is possible to request pre-approval for that purpose. If the chosen name is rejected, you may have to obtain consents from companies or individuals using names considered to be similar or provide some other information regarding the businesses that use any names that are of concern to the Director. Articles of Amendment must be prepared, signed by a director and filed either electronically, in person or by mail or courier depending on which jurisdiction your company is incorporated in.
If your company is a federally incorporated company that also does business in Ontario, you should have requested and obtained an Ontario Corporation Number when you registered your company with the Provincial Government in Ontario. You will need to update the registry once your articles of amendment have been completed. To do that, you will need to complete a Form 2 – Extra Provincial Corporations Notice of Change. It will be important to attach all relevant documentation or your Form will not be filed by the Central Productions and Verifications Branch with the province of Ontario. This could delay your ability to use the name and in turn to operate your business or start your marketing program. You may also need to obtain a Master Business Licence. This will depend on the name you chose. It is important to determine whether a Master Business Licence is necessary and to request one if it is needed.
There are fees associated with some of the steps and they all take time, sometimes a few to several days. It is important to take that into account when planning the name change. It is important to ensure that an adequate majority was obtained on the resolutions before proceeding with the name change and to verify the liquidity of the corporation – that it has enough money and not too much debt. The corporate Minute book will need to be updated and new specimen share certificates will need to be created. Existing certificates for shares that are outstanding will need to be returned and replaced with new ones with the new name. Banks and suppliers will need to be notified. There can be many others who also should be notified of the name change.
In summary, name changes are a big deal and probably at least as if not more complicated than the initial incorporation. Companies are not required to hire lawyers to do a name change, but, the process can and likely will go much smoother if you seek the assistance of a lawyer who has experience with corporate law and incorporations especially.
This article is intended to provided general information only. For advice and assistance specific to your circumstances you should consult a lawyer.
Kathleen Robichaud is a Lawyer practising at the Law Office of Kathleen Robichaud. She has a solicitor’s practice that includes corporate law, wills, estates administration and real estate.