Annex 3 - What is included in a request for a correction of an error that is not obvious

Your request for correction must include:

  1. The corporate name and corporation number
  2. Contact information, including an email address, of the person making the request
  3. A statement regarding the error
  4. A statutory declaration
  5. The replacement pages for the article, if applicable
  6. The filing fee

What must your statement include?

Your statement must :

  1. Describe the error
    1. Identify the name of the certificate or articles to be corrected and the effective date of the certificate
    2. Describe the error and explain how it should be corrected
    3. Indicate if the request for correction has been approved by a resolution of the directors
  2. Explain the original intention of the corporation. In other words, how the certificate or incorrect articles do not reflect the original intention of the corporation and attach a certified copy of the directors’ original resolution clearly showing the original intention. If the resolution is not available, indicate that it is not available and attach an equivalent document, such as a member agreement or a unanimous member agreement clearly showing the original intention.
  3. Explain why creditors or shareholders will not be prejudiced
    1. Confirm whether or not the certificate was used. A certificate is deemed to have been used when the corporation conducted business with third parties using information contained in the certificate or articles. For example:
      • the incorrect name was used with a bank to obtain banking services
      • the corporation conducted business with suppliers or an insurance company
      • a mortgage was entered in a provincial registry
      • transactions regarding debt obligations occurred.
    2. If the certificate was used, indicate:
      1. how and with whom the certificate was used and how the correction will affect those third parties. If third parties will not be affected, explain why
      2. whether or not debt obligations transactions occurred since the certificate was issued. If yes, explain the consequences of the correction for the debt obligations holders. If there are no consequences, explain why. The affected debt obligation holders must approve the request for correction through a resolution
      3. if the correction relates to the classes of members of the corporation, explain the consequences of the correction for the members. If there are no consequences, explain why. The affected members must approve the request for correction through a resolution
      4. if the correction relates to the name of the corporation, whether the incorrect name was used with third parties. (ex: in security agreements, such as a mortgage, with suppliers or creditors), and if the document was registered with a provincial property security regime. If the incorrect name was used with third parties, these parties must have all agreed to the request for correction

Your statement must be signed by a director or officer of the corporation or a professional representative for example, a lawyer, notary, or accountant. The name of the signatory and their capacity must also be indicated in print.

What must the statutory declaration include?

The statutory declaration must state that:

  1. The board of directors approved the request for correction through a resolution
  2. The correction of the certificate and the articles reflects the original intention of the corporation
  3. Correcting the certificate and articles will not prejudice creditors or members
  4. If the certificate was not used, that the certificate was not used
  5. If the certificate was used, that the certificate was used and that:
    1. that either i. or ii. applies:
      1. the correction would not have any consequences for debt obligations holder; or
      2. the correction may have consequences (include a description of the consequences) for debt obligations holders and the affected debt obligations holder approved the request for correction through a resolution.
    2. relating to classes of members , that either i. or ii. applies:
      1. the correction would not have any consequences for members of the corporation; or
      2. the correction may have the following consequence for members (include a description of the consequences) and the affected members have approved the request for correction through a resolution
    3. if the correction relates to the name of the corporation: (include any that apply)
      1. the corporation did not sign a security contract or other such document using the incorrect name
      2. the incorrect name was not used on a document that was registered with a provincial property security regime
      3. if the incorrect name was used with third parties, that all third parties having done business with the corporation using the incorrect name agreed to the correction

Your statutory declaration must be signed by a director or officer of the corporation.

Model Statutory Declaration

In the matter of an application for correction under the Canada Not-for-profit Corporations Act

(Name of the Applicant Corporation)

STATUTORY DECLARATION

I, the undersigned, DO SOLEMNLY DECLARE that:

  1. I am the space to insert title(indicate if the signatory is a director or an officer of the corporation) of space to insert full corporate name (indicate the name of the corporation) and I have personal knowledge of the matters herein deposed to.
  2. The board of directors approved the request for correction through a resolution
  3. The correction of the certificate and/or articles reflects the original intention of the corporation.
  4. The correction of the certificate and articles will not prejudice creditors or members
  5. Choose between A or B
    1. The certificate was not used; or
    2. The certificate was used and that:
      1. Either i. or ii. applies:
        1. the correction would not have any consequences for debt obligations holder; or
        2. the correction may have the following consequences space to insert consequences (include a description of the consequences) for debt obligations holders and the affected debt obligations holder approved the request for correction through a resolution.
      2. If the correction relates to the classes of members , that either i. or ii. applies:
        1. the correction would not have any consequences for members of the corporation; or
        2. the correction may have the following consequence for members space to insert consequences (include a description of the consequences) and the affected members have approved the request for correction through a resolution
      3. If the correction relates to the name of the corporation: (include any that apply)
        1. the corporation did not sign a security contract or other such document using the incorrect name
        2. the incorrect name was not used on a document that was registered with a provincial property security regime
        3. if the incorrect name was used with third parties, that all third parties having conducted business with the corporation using the incorrect name agreed to the correction.

AND I make this solemn declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath.

DECLARED before me
at the City of space to insert city
in the province of space to insert province
on this space to insert day day of space to insert month, 20space to insert year

space to insert signature
(signature)

space to insert full name (print first and last name)
Commissioner for oaths

space to insert signature
(signature)

space to insert full name (print first and last name)
Director or officer

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