Annex 2 - What is included in a request for the correction of an obvious error?

Your request for correction must include:

  1. The corporate name and corporation number
  2. Contact information, including an email address, of the person submitting 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 and explain why it is an obvious 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. Explain why you think it is an obvious error
  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 transactions occurred
    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 the statutory declaration include?

Your statutory declaration must state that:

  1. Correcting the certificate and articles will not prejudice creditors or shareholders
  2. If the certificate was not used, the certificate was not used
  3. If the certificate was used, 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

If the certificate was not used, your statutory declaration may be signed by a director or officer of the corporation or a professional representative such as a lawyer, notary or accountant. If the certificate was used, 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 or a professional representative 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 or shareholders.
  3. Choose between A or B
    1. The certificate was not used; or
    2. 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.

Note

If the certificate was not used, your statutory declaration must be signed by a director or officer of the corporation or a professional representative such as a lawyer, notary or accountant. If the certificate was used, your statutory declaration must be signed by a director or officer of the corporation

DECLARED before me
in the City of
in the province of
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 of Oaths

space to insert signature
(signature)

space to insert full name(print first and last name)
Director or Officer of the corporation or its professional representative

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