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When you add, remove, or replace a director, you must update the corporate registry, either a Notice of Change (Form 1) in Ontario or a Change of Directors filing federally, within the required time, usually 15 days. You also record the change in your minute book with resolutions. CorpStart prepares both the filing and the paperwork.
When you add, remove, or replace a director, you must update the corporate registry, either a Notice of Change (Form 1) in Ontario or a Change of Directors filing federally, within the required time, usually 15 days. You also record the change in your minute book with resolutions. CorpStart prepares both the filing and the paperwork.
Any time the people on your corporation's board of directors change, the registry needs to know. That covers a lot of everyday events: a co-founder leaves, you bring on a new director, a director resigns, someone passes away, or you're simply correcting an out-of-date record from years ago. It also covers a change to a director's home address, which the registry keeps on file.
Directors are not the same as shareholders or officers, and it's worth being precise. Shareholders own the corporation. Officers (president, secretary, treasurer) run day-to-day operations. Directors are elected by shareholders to oversee the corporation and are legally accountable for it. This filing is specifically about that director layer: the people the law holds responsible for the corporation's decisions and, in some cases, its unpaid wages and certain taxes.
Because directors carry personal liability, keeping the register accurate protects real people. A former director who was never removed from the record can still appear legally responsible for the corporation long after they've walked away, which is exactly the kind of loose end this filing closes.
You don't have long. In Ontario, a change to your directors or officers must be reported to the Ontario Business Registry within 15 days of the change through a Notice of Change (Form 1). Federal corporations under the CBCA have the same 15-day window to notify Corporations Canada of a change in directors or a director's address.
That short window catches people off guard, because these changes often happen informally: a handshake, a resignation email, a founder quietly stepping back. The legal change and the registry record are two different things, and the clock starts at the real-world change, not when you get around to the paperwork.
Filing late generally doesn't void the change, but it leaves your public record wrong in the meantime, which can cause problems if anyone runs a corporate search: a bank, a buyer, a lender, or a court. Keeping it current is the cleaner path.
The registry filing is only half the job. The change also has to be documented inside your corporation's minute book, the internal record every corporation is legally required to maintain. A director's resignation should be recorded (ideally with a written resignation letter), a new director's appointment or election should be captured in a resolution, and your register of directors should be updated to reflect who's in and who's out, with dates.
Owners routinely skip this, and it comes back to bite them. The classic scenario is a business sale or a financing, where the buyer's or lender's lawyer reviews the minute book and finds the registry says one thing and the internal records say another, or the internal records simply don't mention the change at all. That inconsistency can delay a deal or force a scramble to reconstruct years of missing resolutions.
Doing both together (the filing and the minute-book entries) keeps everything consistent, which is the whole point of a well-kept corporate record.
For an incoming director, you'll need their full legal name and residential (home) address: the registry records a personal address, not a business one. For an outgoing director, you'll need the effective date they ceased to be a director. You'll also want to confirm your corporation's current details on the registry are otherwise accurate while you're in there.
One point of reassurance for anyone who remembers the old rules: since 2021, Ontario corporations no longer need a Canadian-resident director. You can add a director who lives outside Canada without tripping a residency requirement. Federal corporations do still require at least 25% of directors to be resident Canadians (or one, if there are fewer than four), so if you're changing directors on a federal corporation, keep that residency ratio in mind.
If your change would drop you below the minimum number of directors your articles require, that's a signal you may need an amendment rather than just a notice of change, something we'll flag before you file.
Tell us who's coming on, who's coming off, and the effective dates. We confirm your corporation's current record, prepare the Notice of Change (Ontario Form 1) or the federal change of directors filing, and submit it to the registry within the deadline.
We also prepare the matching minute-book documents (the resignation acknowledgement, the resolution appointing or removing the director, and the updated register of directors) so your internal records and the public registry tell the same story. You get the filed confirmation and the resolutions for your minute book, and the whole thing is done without you learning a government portal.
Three steps that keep the registry and your minute book aligned.
Tell us what's changing
Name the directors coming on or off, give the incoming director's home address, and confirm the effective dates.
We file and document
CorpStart files the Notice of Change (Ontario Form 1) or federal change of directors, and prepares the matching minute-book resolutions.
Records stay consistent
You receive the filed confirmation plus updated resolutions and register of directors, so your public and internal records match.
How long do I have to report a change of directors?
In Ontario, you must file a Notice of Change (Form 1) with the Ontario Business Registry within 15 days of the change. Federal corporations have the same 15-day window to notify Corporations Canada. The clock starts when the real-world change happens (a resignation or appointment), not when you get to the paperwork, so it's easy to run late without meaning to.
Do I also need to update my minute book, or is the registry filing enough?
You need both. The registry filing updates the public record; your minute book needs the internal documents: a resignation letter, a resolution appointing or removing the director, and an updated register of directors. If they don't match, a buyer's or lender's lawyer will catch the gap during due diligence. CorpStart prepares both together so they stay consistent.
Can I have a director who lives outside Canada?
For an Ontario corporation, yes. Ontario dropped its Canadian-resident director requirement in 2021, so you can appoint directors who live anywhere. Federal corporations still require at least 25% of directors to be resident Canadians (or at least one if you have fewer than four), so watch that ratio when changing directors on a federal company.
What's the difference between a director, an officer, and a shareholder?
Shareholders own the corporation. Officers (president, secretary, treasurer) handle day-to-day operations. Directors are elected by shareholders to oversee the corporation and carry personal legal responsibility for it. This filing is specifically about directors. Officer changes are also reported, but the personal-liability stakes are highest at the director level.
I removed a co-founder years ago but never filed anything. Is that a problem?
It can be. If a former director is still on the public record, they may appear legally responsible for the corporation, and your minute book and registry won't match, which surfaces during any sale or financing. It's fixable: we can file the change and prepare the resolutions to formally record the departure, dated appropriately.
Keep your board record clean
We file the Notice of Change with the registry and prepare the matching minute-book resolutions, so your public and internal records stay in step.
Start my corporationCorpStart is a document preparation service, not a law firm. The information on this page is general in nature and does not constitute legal or tax advice. For advice specific to your situation, consult a licensed lawyer or accountant.