Changing the head office address of a corporation is an administrative process that businesses may encounter at some point. This blog post aims to provide a guide on how a corporation can successfully change its head office address. We will discuss how both provincial and federal corporations can change their head office address.
Relocating the Head Office of a Corporation Governed by the Quebec Business Corporations Act
For corporations incorporated under the Quebec Business Corporations Act (the "QBCA"), it's important to note that the head office must be permanently located in Quebec [1]. However, this doesn't mean you can't have establishments outside the province. Let's explore the process of changing your head office address within or outside the same judicial district in Quebec.
If you're relocating your head office within the same judicial district, such as moving from the Saint-Laurent borough to downtown Montreal, your board of directors can approve the move through a resolution [2]. This allows for a straightforward relocation process.
If you're moving to another judicial district, such as from Montreal to Candiac (in the judicial district of Longueuil), a special resolution is required. This resolution necessitates at least two-thirds of the shareholders' votes [3].
In both cases, once the appropriate resolution is passed, it’s time to declare the change of head office to the Registraire des Entreprises by filing an updating declaration [4].
Relocating the Head Office of a Corporation Governed by the Canada Business Corporations Act
For federally incorporated companies, the head office must always be located within Canada in the province specified in the articles [5]. Let's explore the steps involved in relocating your head office address within the same province or to a different province.
If you're moving your head office address within the province mentioned in your company's articles, the directors can pass a board resolution to approve the relocation. Subsequently, you'll need to file a notice with the director of Corporations Canada within 15 days of the move and update the address with the Registraire des Entreprises. This ensures compliance with the necessary procedures.
However, if you wish to move your head office from one province to another, a separate procedure must be followed. Firstly, the articles of the corporation need to be amended by a special resolution of the shareholders, indicating the change in the province where the registered office is located. Once the approval is obtained, submit the amended articles to Corporations Canada and make the necessary updates with the Registraire des Entreprises.
Conclusion
Changing your corporation's head office address doesn't have to be a daunting task. By following these guidelines, you can navigate the administrative process with ease and ensure a successful relocation. Remember to comply with the legal requirements and file the necessary documents promptly.
Ready to change your corporation's head office address? Don't hesitate to reach out to our business law firm for professional guidance and support throughout the process.
This blog post is not legal advice and is for general informational purposes only. Always speak with a lawyer before acting on any of the information contained herein.
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