Corporate changes in Quebec

Corporate changes

What changes in the business
must change in its records.

Corporate changes are everything that affects the official state of your company after it is incorporated: an address that changes, a director who resigns, a shareholder who comes in, a name to add, a share capital to revise. Each of these operations is documented internally and declared on the public register.

None of it is complicated taken one at a time. The delay is. A company whose declarations have not been filed for two years, whose shares were never formally issued or whose board no longer matches reality eventually runs into a refusal: a bank, a buyer, a partner or a professional order asking for documents no one can produce.

Our role is to put the information where it belongs: the resolution in the minute book, the entry in the company’s registers, the declaration on the enterprise register. All three must say the same thing.

Where a step is not warranted, we say so. Some situations are settled by a simple update; others require articles of amendment, and the difference is clear before starting, not after.

Two executives in front of a company structure chart

What we do

Every change,
on the right register.

Annual update on the enterprise register

The annual declaration is filed every year, with or without changes. It confirms that the company’s public information is accurate, and it comes with the annual resolutions of the directors or of the sole shareholder.

Current updates during the year

Change of address, adding a business name, adding an establishment, a change of shareholders, the arrival of a director. These changes cannot wait for the next annual declaration: they are declared within 30 days.

Changes to the board of directors

Resignation, appointment, election or removal of a director. Each move follows a specific formality, rests on a resolution or a written notice, and must then be declared on the public register, which shows at all times who administers the company.

Amending the articles of incorporation

Changing the company name, changing the share capital, adding or removing a class of shares. These operations do not go through a simple declaration: they require articles of amendment, followed by the update of the register.

Share issuance

Bringing in a shareholder, issuing a new class, regularizing ownership that was never documented. The issuance is done properly, through directors’ and shareholders’ resolutions, entries in the registers and a declaration on the enterprise register. That is what removes any ambiguity about who owns the shares, especially when there are several owners.

Catching up and regularizing

Late annual declarations, a company struck off the register, records that have not matched reality for years. We rebuild the chronology, file what is missing and put the minute book back in order.

Annual corporate maintenance

Annual corporate maintenance,
year after year.

Annual corporate maintenance covers the obligations that come back every year, whether the company is provincial or federal: filing the annual declaration with the registrar, confirming the financial year end, drafting the annual resolutions of the directors or of the sole shareholder, and keeping all of it in the minute book.

Added to that are the updates of the year: an address that changes, an activity sector to correct, a business name to add or remove. Handled as they arise, these declarations are formalities. Left to accumulate, they become a file to rebuild.

Failing to file the annual declarations leads to penalties and interest. Two consecutive annual declarations left unfiled can result in the company being struck off the register, with the possible loss of its name, which nothing then prevents someone else from taking. Reviving the company is possible, but it costs more than keeping it current, and the cost rises with each year of delay.

A struck-off company also keeps showing as such on the public register. Partners, lenders and clients see it, and they are often the ones who flag the problem first, before the registrar does.

Frequently asked questions

What we are asked most.

Is the annual declaration required even if nothing has changed?

Yes. The annual update is filed every year, whether or not the information on the register has changed. It confirms that the company’s public information is still accurate. It is the simplest obligation to meet and the one most often forgotten.

How quickly must a change made during the year be declared?

A current update is declared within 30 days of the change. This covers a change of address, adding a business name, adding an establishment, a change of shareholders or the arrival of a director. Waiting for the next annual declaration is not an option.

What happens if the annual declarations are not filed?

Default leads to penalties and interest. Two consecutive annual declarations left unfiled can result in the company being struck off the register, with the possible loss of its name. The company must then be revived, which costs more than keeping it up to date, and the cost rises with each year of delay.

Is changing the company name just an update?

No. A change of name affects the articles of incorporation and requires articles of amendment, not a simple declaration on the register. The same is true of a change to the share capital. Adding a business name, on the other hand, is handled as a current update.

Can a new shareholder simply be added to the register?

No. The entry on the public register only reflects an operation that must exist first: an issuance of shares or a transfer, supported by directors’ and shareholders’ resolutions and entered in the company’s registers. Without that documentation, ownership stays ambiguous, and the problem surfaces at the time of a sale or a financing.

To go further: what a minute book is actually for, keeping the minute book and, where several shareholders are involved, shareholder agreements and governance.