CHANGE OF HEAD OFFICE
OF A CORPORATION
A corporation is a separate legal entity from the shareholder owning the corporation or directors who manage it. To locate a corporation you need an address. This address is registered at the Ministry of Corporate and Consumer Affairs. When this official address is changed certain formalities are required to be followed.
When a corporation changes its head office there must be a resolution of the directors and shareholders. The exact nature of the requirement depends on whether the corporation is Federal or Ontario based corporation and if it is a corporation with or without share capital.
Notice of Change
After the resolutions are prepared a notice in prescribed form must be filed with the Ministry. Notice follows the resolution and the record with the Ministry is a public record which can be seen by any member of the public.
The notice of change must be filed within 10 days of the head office being changed. There is a penalty provision for failure to comply with this requirement.
Director’s Change of Address
In small companies the directors may be using their home address as the head office address of the corporation. This is permissible. If the head office is changed because of the change of the home address of the director, the notice of change must also show the change of the address of the directors. The ministry in Ontario keeps a record of the home address of the directors as well as they are personally liable to carry out certain formalities of the corporation. If they fail carry out their duties they can be notified or served with notice at this address.
When a corporation has changed its head office we should be notified and instructions should be given to us in writing of the new address on the instructions checklist. Full address with postal code should be provided. We will prepare the resolutions and the Notice of Change. We will file the notice of change only after the signing of the resolution. If you are unable to come to our office for signing please advise and we will send the resolution to us with our fees and we will file it in the Minute Book and notify the ministry with the Notice of Change.