Correction of Articles or Certificates of a business corporation

Your will find in this policy explanations on how to apply to correct articles and certificates that have been issued under the Canada Business Corporations Act (CBCA).

This policy is intended to provide information and set out guidelines. It is not to be a binding statement of what decision will be made on a particular application. It is also not intended to replace legal advice. You may wish to consult a lawyer or other professional to ensure that the specific needs of your corporation are taken into consideration when making an application.

Table of Contents

What is a correction?

A correction is a request to fix an error in a corporation’s articles or certificate that occurred during the preparation of the articles or issuance of the certificate.

When a correction is approved, Corporations Canada will issue a corrected certificate with corrected articles. A corrected certificate will have the same effective date as the certificate it replaces. However, if the correction relates to the effective date of the certificate, the corrected certificate will have the corrected date.

When a corporation receives the corrected certificate and articles, it must replace the certificate and articles in its corporate records and the corporation must inform third parties who may have relied on the articles and the certificate.

All articles filed with Corporations Canada, including those containing errors, are part of the corporate records held by Corporations Canada. No articles or certificates, including those containing errors, will be removed from these records.

Under what circumstances can I make a request for correction?

You can request Corporations Canada to correct:

  1. an error attributable only to Corporations Canada
  2. an obvious error
  3. an error that is not obvious that occurred during the preparation of articles or of a certificate.

Under what circumstances will the Corporations Canada approve the correction of an error appearing in the articles or the certificate?

Your request for a correction will only be approved if Corporations Canada is satisfied that the correction:

  • reflects the original intention of the corporation; and
  • will not prejudice shareholders or creditors.

If an error is not obvious, the directors of your corporation must approve the request for correction.

Your corporation should consider options other than a correction to fix an error appearing in articles, such as filing Articles of Amendment (see Amending the Articles of a Business Corporation ).

Can I correct an error appearing on Form 2- Initial Registered Office Address and First Board of Directors, Form 3 - Change of Registered Office Address, Form 6 – Changes Regarding Directors and Form 22- Annual Return?

To learn how to correct these forms, see Requests for Correction of CBCA Forms 2, 3, 6 and 22

Can Corporations Canada request that my corporation’s articles or certificate be corrected?

Corporations Canada may find an error in your corporation’s articles or certificates. In such cases, Corporations Canada will contact your corporation and indicate the steps to be taken and the documents to be provided in order to correct the error.

Can Corporations Canada refuse to correct articles or a certificate with an error?

Corporations Canada may refuse to correct an error if it is not satisfied that your request for correction:

  • reflects the original intention of the corporation; or
  • will not prejudice creditors or shareholders.

Corporations Canada will refuse to correct articles or a certificate due to errors in judgement.

Examples where the correction will be rejected because it is deemed to be an error in judgement:

  • A corporation changes its share capital in anticipation of a subsequent amalgamation, but the amalgamation does not occur. The articles will not be corrected to reflect the original share capital provisions. An amendment to the articles is recommended in this case.
  • A corporation wants a tax credit and amends its articles to meet the Canada Revenue Agency (CRA)’s criteria. CRA determines that the corporation does not meet the criteria for the tax credit. A request to correct the articles to meet CRA’s criteria for the tax credit will not be approved, even though the original intent was to amend the articles to access the tax credit. The error in judgment was produced by means of how the articles were amended.

If it is difficult to demonstrate the original intention or if the correction could prejudice shareholders or creditors, it is advisable that you file Articles of Amendment or obtain a court order to correct the certificate or articles.

Can I apply to a court to have articles or a certificate corrected?

If the correction could prejudice shareholders or creditors, your corporation or another interested party may ask a court to order the correction of the articles or certificate. A court can determine the rights of the parties in question and, if applicable, order that the articles and/or a certificate be corrected.

In the following examples, Corporations Canada is of the opinion that the correction could prejudice shareholders or creditors and recommends that your corporation file articles of amendment or obtain an order from the Court to correct the certificate or articles:

  • fundamental changes to the corporation were made after the incorrect certificate was issued
  • Corporations Canada is not satisfied in regards to the original intention of the corporation because it cannot be clearly demonstrated or it is difficult to produce documentary evidence
  • an error in judgement was made (see previous examples)

How do I file a request to correct articles or a certificate?

You must file the request to Corporations Canada with the information and documentary evidence required for the type of error:

1. Error attributable only to Corporations Canada
An error attributable to Corporations Canada is an error made by Corporations Canada during the processing of the request. This could be a data entry error (e.g. the name of the corporation was misspelled or the effective date of the certificate was wrong) or an error generated by Corporations Canada’s computer system.

What is included in a request for the correction of an error attributable only to Corporations Canada

2. Error that is obvious
An obvious error is one that appears on the front of the certificate or articles. The original intention of the corporation must be clear. A typo or spelling mistake is considered an obvious error.

What is included in a request for the correction an obvious error ?

3. Error that is not obvious
An error that is not obvious is one where the original intention of the corporation is not obvious when reading the articles. For example, Item 3 of the Articles of Incorporation states that the corporation has 4 classes of shares but only 3 classes are described. The original intention of the corporation is not obvious as it is impossible to determine if the intention was to have 3 or 4 classes of shares.

The request to correct a non-obvious error must be approved by the directors of your corporation.

What is included in a request for the correction of an error that is not obvious

What happens after I submit my request?

The examination of your request for correction will be made based on information and documentary evidence provided.

Corporations Canada considers if the material that your have provided is satisfactory and that the correction reflects the original intention of the corporation and will not prejudice shareholders or creditors.

If Corporations Canada determines that your request was not filed under the correct type of error (for example, it was filed as an “obvious error” instead of an “error that is not obvious”), then Corporations Canada will return you the request with a letter indicating that you should re-submitted the request as a different type of error and, if applicable, indicating that you should provide additional information or documentary evidence.

Corporations Canada does not determine the type of error before a completed request has been submitted.

Corporations Canada may ask you for additional information or documentary evidence at any time.

Can I appeal the Corporations Canada’s decision?

Corporations Canada’s decision may be appealed in a court under section 246 of the Canada Business Corporations Act.

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