Annex 1 - What is included in a request for a correction of an error attributable only to Corporations Canada

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. If the certificate was used, a statutory declaration
  5. The replacement pages for the articles, if applicable

There is no filing fee when the error is attributable only to Corporations Canada.

What must your statement include?

Your statement must:

  1. Describe the error and explain why it is only attributable to Corporations Canada
    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. Explain why you think the error is only attributable to Corporations Canada
  2. Explain why shareholders or creditors 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 within 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 transaction
    2. If the certificate was used, indicate:
      1. how and with whom the certificate was used and how the correction will affect these third parties. If third parties will not be affected, explain why.
      2. if the correction relates to the share capital of the corporation, whether or not share capital-related transactions have occurred (ex: purchase, repurchase, issuance, etc.) since the certificate was issued. If share capital-related transactions have occurred, the affected shareholders must approve the request for correction through a resolution.
      3. 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 all have agreed to the request for correction.

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 your statutory declaration include?

A statutory declaration is only required if the certificate was used. It must state that:

  1. Correcting the certificate and articles will not prejudice creditors or shareholders
  2. The certificate was used and:
    1. if the correction relates to share capital, that either i. or ii. applies:
      1. no transaction relating to the share capital has occurred since the issuance of the certificate and incorrect articles; or
      2. transactions relating to the share capital have occurred since the issuance of the certificate and incorrect articles and the affected shareholders have approved the request for correction through a resolution
    2. when 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, all third parties having conducted business with the corporation using the incorrect name have 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 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 correction of the certificate and articles will not prejudice creditors shareholders
  3. The certificate was used and that:
    1. if the correction relates to share capital, that either i. or ii. applies:
      1. no transaction relating to the share capital have occurred since the issuance of the certificate and incorrect articles; or
      2. transactions relating to the share capital have occurred since the issuance of the certificate and incorrect articles and the affected shareholders have approved the request for correction through a resolution
    2. 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: all third parties having conducted business with the corporation using the incorrect name, have 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 dayday 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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