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Alberta CorporateServices

Articles of Amendment – Change Your Alberta Corporation's Articles

Articles of Amendment in Alberta are the filing that changes what your original articles say: the corporation's name, its share classes and rights, restrictions on share transfers or business, or the number of directors. You approve the change by special resolution (a two-thirds vote of the shareholders), we prepare the resolution and the articles, and we file them with Corporate Registry within 1–2 business days for $149 + GST. A name change, with the Alberta NUANS report included, is $230 + GST through our corporation name change service.

Product Info

Who this is for

  • The owner of a numbered company, such as "1234567 Alberta Ltd.", who now wants a word name on the sign, the invoices and the website.
  • The owner whose CPA has recommended a new share structure, such as a second class of shares for a family member or an investor, and needs the articles to match the plan.
  • The physician, dentist, lawyer or accountant whose professional corporation must change its name or shares and needs the regulator's approval sequenced correctly.
  • The accountant, bookkeeper or law clerk implementing a reorganization for a client, who needs precise drafting, the resolution for the minute book and partner pricing.

How it works

  1. You tell us what is changing in the online form — about fifteen minutes. For a name change, order the name change instead: we order the Alberta NUANS report and confirm the name is available.
  2. We draft the special resolution and the Articles of Amendment. A CORES-trained agent checks them against your current articles within one business day, so the new provisions replace the old ones cleanly.
  3. You sign the resolution. Shareholders holding at least two-thirds of the votes sign, and for a professional corporation we send the articles to the regulator for approval first.
  4. We submit the articles through a licensed Alberta registry agent into CORES. ACS is a private company; we are not a government office or a registry agent.
  5. You receive the Certificate of Amendment and the filed articles by email, with a checklist of who needs the new name or structure: bank, CRA, contracts, licences and your minute book.

If an amendment cannot be filed, our refund policy explains what happens.

Common mistakes we catch before filing

  • Amending shares without the CPA in the loop. A share class created to fit a plan nobody wrote down is expensive to undo. We ask for the plan before drafting.
  • A name change with no NUANS report, or a report that has passed 90 days. The filing is rejected and the name may be taken by then.
  • No special resolution, or a resolution passed by a simple majority when two-thirds is required.
  • A professional corporation filed before the regulator has approved the amendment. The sequence is approval first, then registry.
  • Forgetting everyone downstream of a name change: the bank, CRA, WCB-Alberta, contracts, insurance and the minute book all still show the old name until you tell them.

Checklist

What you need before you start

  • The corporation's exact legal name and a copy of its current articles (from your minute book or the certificate of incorporation package).
  • What is changing: the new name, the new share classes and their rights, the restrictions to add or remove, or the new minimum and maximum number of directors.
  • For a name change: your preferred new name, built as distinctive element + descriptive element + legal element (Ltd., Limited, Inc., Incorporated, Corp. or Corporation). We run the Alberta NUANS report; if you already have one, it must be less than 91 days old on the filing date.
  • For share changes: your CPA's or lawyer's description of the classes and rights. We draft to their instructions; we do not give tax or legal advice.
  • For a professional corporation: the regulator's approval or endorsement of the amended articles, which comes before the registry filing. We can prepare the regulator submission with you.
  • A credit card. You do not need a registry login, because business owners cannot file in CORES, Alberta's Corporate Registry System, themselves; filings go through a licensed registry agent.

Requirements in Alberta for a corporate name change and other amendments

  • Approval: a special resolution of the shareholders, a two-thirds vote. The signed resolution stays in the minute book with the filed articles.
  • Name changes: a new word name needs an Alberta NUANS report less than 91 days old. The name needs a distinctive element, a descriptive element and a legal element. A change to a numbered name needs no NUANS report.
  • Share changes: classes, rights, and restrictions on share transfers can all be amended. The share register and share certificates in the minute book are updated to match.
  • Other amendments: restrictions on the business the corporation may carry on, and the number of directors set in the articles. A change of the actual people on the board is a notice of change of directors, not an amendment.
  • Professional corporations: the regulator reviews amended articles before Corporate Registry sees them. CPSA endorses physicians' articles, the Law Society of Alberta approves lawyers' articles before registration, CPA Alberta endorses accountants' articles, and CDSA charges $300 for an amendment. See our professional corporation page for each regulator's sequence.
  • Filing window:.
  • What it does not change: your business number, GST/HST and payroll accounts stay with CRA under the same corporation; CRA needs the new name from you directly. Contracts, licences, bank accounts and signage are updated by you, not by the registry.

What you get

  • Articles of Amendment drafted by a CORES-trained agent from your instructions and checked against the corporation's current articles and registry record.
  • A special resolution of the shareholders approving the amendment, formatted for your minute book (the corporation's record book).
  • For a name change: an Alberta NUANS report (a name search that reserves the name for 90 days), included in the name change price of $230 + GST.
  • Filing with Alberta Corporate Registry (the government office that keeps the record of every Alberta corporation) through a licensed registry agent.
  • The Certificate of Amendment and the filed articles in PDF by email, ready for the minute book and for your bank.
  • The government fee, paid on your behalf and included in the price.

Timeline

StepTime
Your online formAbout 15 minutes
Alberta NUANS report (name changes only)Same business day
Drafting and review by a CORES-trained agentWithin 1 business day
Filing with Corporate Registry1–2 business days after the signed resolution is returned
Regulator approval (professional corporations only)Separate: CPSA within 15 business days; CDSA about 4 business days; CPA Alberta 15–20 business days

FAQs

Do I need a NUANS report to change my corporation's name?

Yes, if the new name is a word name. An Alberta NUANS report (a name search that reserves the name for 90 days) must be less than 91 days old when the amendment is filed. A name change is ordered as our corporation name change, $230 + GST with the NUANS report included. Changing to a numbered name needs no NUANS report.

What vote is needed to amend the articles?

A special resolution of the shareholders, which is a two-thirds vote. We prepare the resolution for signature and it stays in your minute book with the filed articles.

Can I change my share structure after incorporation?

Yes. Articles of Amendment can add or remove share classes, change the rights attached to shares, and change restrictions on share transfers. Whether a new structure suits your tax plan is a question for your CPA; we draft the amendment to match what they recommend.

Does a professional corporation need college approval to amend?

Yes. The regulator that approved or endorsed your original articles reviews an amendment before it is filed with Corporate Registry, for example CPSA for physicians, CDSA for dentists, the Law Society of Alberta for lawyers and CPA Alberta for accountants. We sequence the regulator step first.

Do I get a new certificate after amending?

Yes. Corporate Registry issues a Certificate of Amendment once the articles are accepted, and for a name change it shows the new name. You receive it in PDF with the filed Articles of Amendment, and the original Certificate of Incorporation stays valid for the corporation's history.

Guides

Start your articles of amendment now — $149 + GST, or $230 + GST for a name change with the NUANS report included, filed within 1–2 business days of your signed resolution. Questions? Call (403) XXX-XXXX (Mon–Fri 8:00–6:00 MT).

Articles of Amendment$149 + GST
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