Change of Director Notice (Canada)

A Change of Director Notice in Canada notifies the corporate registry of a change in the company’s directors, governed primarily by the Canada Business Corporations Act (R.S.C. 1985, c. C-44).

Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), section 113 requires that within fifteen (15) days of a change in directors, the corporation must send notice of the change to Corporations Canada. The notice must include the name and address of each director who is no longer in office, the name and address of each new director, and the effective date of each change. Filing is made electronically through the Corporations Canada Online Filing Centre.

Provincial corporations have equivalent filing obligations. In Ontario, director changes must be filed with the Ontario Business Registry using Form 1 or Form 2 changes. British Columbia requires filing through BC Registries. Alberta uses the Alberta Corporate Registry. Each provincial registry has its own form, fee, and filing timeline.

The Change of Director Notice is a short corporate form, but it must be accurate and timely. Failing to file within the required period is a regulatory default under applicable corporations legislation and can result in penalties or affect the corporation's good standing.

The notice should be accompanied by a board resolution (for appointments) or a resignation letter (for resignations) to complete the corporate record.

The legal framework governing the Change of Director Notice (Canada) in Canada draws on several key statutes and regulatory bodies. Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Parties executing a Change of Director Notice (Canada) in Canada should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Canada Business Corporations Act (R.S.C. 1985, c. C-44) sets the foundational requirements.

You need a Change of Director Notice whenever a director is appointed to or resigns from the board of a Canadian corporation.

New corporations appointing their first board of directors after incorporation need this document to formally record the initial board composition, which is then confirmed at the organization meeting.

Existing corporations adding a new director — whether an external independent director, an investor nominee, or a family member joining the board — need this notice to file the change with the appropriate registry.

Companies where a director is resigning — whether due to personal circumstances, a conflict of interest, a shareholder dispute, or the end of their term — need a formal notice of resignation, accompanied by a regulatory filing.

M&A transactions frequently involve changes to the target company's board as part of the closing mechanics — buyer-nominated directors replace seller-nominated directors, and Change of Director notices must be filed promptly after closing.

Parties in Canada should prepare a Change of Director Notice (Canada) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

Corporation Identification — The corporation's legal name, business number, and jurisdiction of incorporation.

Type of Change — Whether the notice relates to an appointment, a resignation, or both.

Incoming Director Details — For new appointments: full legal name, residential address, effective date of appointment, and confirmation that the director meets the applicable residency and qualification requirements.

Outgoing Director Details — For resignations: full legal name, effective date of resignation, and confirmation that the corporation has received the director's written resignation.

Board Composition After Change — A complete list of directors remaining in office after the change, confirming the board meets minimum director requirements and any applicable Canadian residency requirements.

Authorization — The board resolution or shareholder resolution authorizing the appointment (for new directors), or acknowledgment of receipt of resignation (for departing directors).

Filing Confirmation — Reference to the required regulatory filing with Corporations Canada or the applicable provincial registry, within the required timeframe.

Additional compliance elements for a Change of Director Notice (Canada) used in Canada include: Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.