Annex 3 - What is included in a request to cancel a certificate and articles in other circumstances (other than the circumstances prescribed by subsection 265.1(1) of the CBCA)?

Your cancellation request 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 cancellation
  4. A statutory declaration

There is no filing fee associated with a cancellation request.

What must the statement include?

The statement must:

  1. Identify the certificate or articles to be cancelled and explain why they should be cancelled
    1. Identify the name of the certificate or articles to be cancelled and the effective date of the certificate
    2. Explain the reasons for requesting cancellation
    3. Indicate whether the cancellation request was approved by a resolution of the board of directors
    4. Indicate whether there are any disputes between the directors and shareholders regarding the circumstances of the request for cancellation and, if so, explain
  2. Explain the original intention. In other words, how the certificate or articles to be cancelled 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 shareholders agreement or a unanimous shareholders agreement clearly showing the original intention.
  3. Explain why shareholders or creditors will not be prejudiced
    1. Confirm whether or not the certificate or articles to be cancelled were used. A certificate or articles are deemed to have been used when the corporation conducted business with third parties using information contained in the certificate or articles. For example:
      • the 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
      • if shares were issued, purchased, reacquired or other such transactions occurred
    2. If the certificate was used, indicate:
      1. how and with whom the certificate was used and how the cancellation will affect those third parties If third parties will not be affected, explain why
      2. if share capital-related transactions have occurred since the certificate to be cancelled was issued, such as share purchase, repurchase, issuance, etc., the affected shareholders must approve the request for cancellation through a resolution
      3. whether cancellation of the certificate or articles could cause the corporate name to be cancelled. If so, explain how this will affect third parties

Your statement must be signed by a director or officer of the corporation or a professional representative, such as 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 cancellation by a resolution
  2. Cancellation of the certificate and articles reflects the original intention of the corporation
  3. Cancellation of the certificate and articles will not prejudice shareholders or creditors
  4. There is no dispute between the directors and shareholders regarding the circumstances of the request for cancellation
  5. If the certificate was used, that the certificate was used and that:
    1. If the cancellation relates to share capital, that either i. or ii. applies:
      1. no transaction relating to the share capital occurred since the issuance of the certificate and articles to be cancelled; or
      2. transactions relating to the share capital have occurred since the issuance of the certificate and articles to be cancelled and the affected shareholders have approved the request for cancellation through a resolution
    2. If cancellation will not result in the corporate name being cancelled, cancellation of the certificate and articles will not cancel the corporate name
    3. If cancellation of the certificate and articles could result in the corporate name being cancelled: (include any that apply)
      1. the corporation did not sign a security contract or other such document using the corporate name that may be cancelled
      2. the corporate name that may be cancelled was not used on a document that was registered with a provincial property security regime
      3. if the name that may be cancelled was used with third parties, all affected third parties having conducted business with the corporation under the name that may be cancelled have agreed to the cancellation

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 Business 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 cancellation through a resolution.
  3. The cancellation of the certificate and articles reflects the original intention of the corporation.
  4. The cancellation of the certificate and articles will not prejudice creditors or shareholders.
  5. There is no dispute between the directors and shareholders regarding the circumstances of the request for cancellation.
  6. Choose between A or B
    1. The certificate was not used; or
    2. The certificate was used and that:
      1. If the cancellation relates to share capital, that either i. or ii. applies:
        1. no transaction relating to the share capital occurred since the issuance of the certificate and articles to be cancelled; or
        2. transactions relating to the share capital occurred since the issuance of the certificate and articles to be cancelled and the affected shareholders have approved the request for cancellation through a resolution
      2. Relating to the name of the corporation, that either i. or ii. applies.
        1. if the cancellation will not result in the corporate name beeing cancelled, that cancellation of the certificate ans acrticles will not cancel the corporate name, or
        2. if the cancellation of the certificate and articles could result in the corporate name being cancelled: (include any that apply)
          1. that the corporation did not sign a security contract or other such document using the corporate name that may be cancelled
          2. that the incorrect name that may be cancelled was not used on a document that was registered with a provincial property security regime
          3. if the name that may be cancelled was used with third parties, all affected third parties having done business with the corporation under the name that may be cancelled have agreed to the cancellation

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 of the corporation

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