Updating articles of incorporation
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Act 64 and all Supreme Court and Controlled Substances Board Orders effective on or before November 15, 2017.
To make this consolidation an official document, you can file restated articles with Corporations Canada.
An application to file restated articles of incorporation must include: If you submit your articles of amendment through the Online Filing Centre and submit the restated articles of incorporation (by email or fax) on the same day, you will avoid paying a separate filing fee.
A corporation's members with voting rights may amend or repeal the corporation's bylaws or adopt new bylaws even though the board may also amend or repeal the corporation's bylaws or adopt new bylaws.
Unless otherwise provided in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation.
Unless the articles of incorporation provide otherwise, a corporation's board may adopt any of the following amendments to the corporation's articles of incorporation, without the approval of members with voting rights: To change the corporate name by substituting the word “corporation", “incorporated", “company" or, “limited", or the abbreviation “corp.", “inc.", “co.", or “ltd.", or words or abbreviations of similar meaning in another language, for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name.
If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation's articles of incorporation subject to any approval required under.
to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted under This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
An amendment, or a restatement including an amendment, changing a corporation's name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved by all of the following: If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with .