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Government of Ontario: Ministry of Government Services

Companies and Personal Property Security Branch

393 University Ave, Suite 200
Toronto ON  M5G 2M2

Articles of Amendment
Form 3
Business Corporations Act

INSTRUCTIONS FOR COMPLETING

Articles in duplicate may be mailed to the Toronto address listed above. For over-the-counter service they may also be filed in person at the Toronto office or at some Land Registry/ServiceOntario offices in Ontario. For a list of locations see the “Offices That Endorse articles Submitted Under the Business Corporations Act” information sheet or visit the ServiceOntario web site at: www.ServiceOntario.ca.

Fee

$150.00
BY MAIL - cheque or money order payable to the Minister of Finance.
IN PERSON (at the Toronto office) - cash, cheque or money order payable to the Minister of Finance, Visa, MasterCard, American Express or debit card. (If you are filing the documents at a Land Registry/ServiceOntario office, call first to confirm whether credit or debit cards are acceptable).

There will be a service charge payable for any cheque returned as non-negotiable by a bank or financial institution.

SUPPORTING DOCUMENTS

NAME SEARCH (if you are changing the corporation name)

If you are changing the name of the corporation, you must obtain an original Ontario-biased NUANS name search report. NUANS stands for (Newly Upgraded Automated Name Search). It is a six-page computer-printed search report consisting of corporate names, business names and trademarks that have already been incorporated/ registered and are similar to the proposed corporate name. This search report must be submitted together with the duplicate Articles of Amendment and cannot be dated more than 90 days prior to the submission of the articles. For example, articles submitted on November 28th could be accompanied by a NUANS name search report dated as early as August 30th, but not dated earlier.

The NUANS name search report must be obtained from a private name search company. These companies are listed in the Yellow Pages under the heading "Searchers of Records". The Ministry does not provide this search. It is the applicant's responsibility to check the search report for similar/identical names and to obtain any consent that may be required.

The Ministry will not grant a name that is identical to the current name or former name of another corporation operating in Ontario whether active or not, unless it has been more than ten years since the other corporation dissolved or changed its name. The only exception to this rule is when the corporation meets the requirements of Subsection 6(2) of the Regulations, under the Business Corporations Act. In this case, Companies and Personal Property Security Branch policy requires that a legal opinion accompany the articles being filed. The legal opinion must be on legal letterhead and must be signed by an individual lawyer (not a law clerk). It must also clearly indicate that the corporations involved comply with Regulation 6(2) by referring to each clause specifically.

BILINGUAL NAMES

If you are changing the name to a name with an English and French version of the name (where the versions can be used separately), a name search is required for each version of the name (English and French). There should be a forward slash (/) separating the two versions of the name.

NUMBER NAMES

You do not require a name search for a number name. In Article two on the form, leave nine empty boxes, then type or print in block capital letters the word "ONTARIO" followed by one of the legal elements...LIMITED, LIMITÉE, INCORPORATED, INCORPOREE, CORPORATION or the corresponding abbreviation LTD., LTEE., INC., or CORP. The Director of Companies and Personal Property Security Branch will assign a number to the corporation.

APPEARANCE OF DOCUMENTS

The Articles of Amendment must be completed in duplicate on a Form 3 as approved by the Minister. All documents must be legible and compatible with the microfilming process, with the information typed or hand printed in block capital letters, on one side of good quality, white bond paper 8 1/2" X 11".

The Article headings are numbered 1 to 7 and should remain in that order. Do not leave out any of the headings. When additional pages are required, due to lack of space, they should be the same size as all the other pages and should be inserted after the applicable heading with the same number as the heading page with the addition of alphabet characters to indicate sequence. For example, pages inserted after page 1 would be numbered 1A, 1B, etc.

ARTICLE 1   Set out the current name of the corporation in block capital letters starting from the first box of the first line on the left with one letter per box and one empty box for a space. Punctuation marks are entered in separate boxes. Complete one line before starting in the first box of the next line. The name entered must be exactly the same as it appeared on the original Articles of Incorporation or Articles of Amalgamation. If there has been a name change, the name entered must be exactly the same as it appears on the most recent Articles of Amendment.

EAST SIDE INVESTMENT AND MANAGEMENT LTD.

ARTICLE 2   If this is a name change; set out the new name in block capital letters starting from the first box of the first line on the left with one letter per box and one empty box for a space. Punctuation marks are entered in separate boxes. Complete one line before starting in the first box of the next line. The name entered must be exactly the same as that on the name search.

ARTICLE 3   Set out the date of incorporation or amalgamation.

ARTICLE 4  Complete only if there is a change in the “number” or “minimum and maximum” number of directors. Complete the “number” field if the corporation has a fixed number of directors OR the “minimum and maximum” field if the corporation has a minimum and maximum number of directors (do not complete both).

ARTICLE 5   Set out an extract from the resolution to amend the articles listing the changes i.e., Resolved that:

  1. The name of the corporation is changed to ABC Holdings Inc.
  2. The authorized capital of the corporation is amended by...

If you require more space for Article 5 than is provided, please continue on page 1A, 1B etc. Page 2 should follow in sequence.

ARTICLE 6   The amendment must be authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. This statement must be included in the Articles, and is already pre-printed on the form.

ARTICLE 7   Set out the date on which the resolution authorizing the amendment was approved by the shareholders/directors of the corporation.

EXECUTION   The current name of the corporation from Article 1 should be printed above the signature. Both copies of the Articles must have original signature(s) of an officer or director of the corporation. Beside the signature set out the office of the person who is signing (e.g. President, Director, Secretary). If the corporation has a seal it should be affixed to the Articles next to the signature.

Articles (in duplicate), original Ontario-biased NUANS name search report (if applicable), covering letter and filing fee should be mailed or delivered to:

Ministry of Government Services
Companies and Personal Property Security Branch
393 University Avenue, Suite 200
Toronto ON  M5G 2M2

375 University Avenue, 2nd Floor (In Person)

ARTICLES OF AMENDMENT
Form 3
Business Corporations Act






4. Complete only if there is a change in the number of directors or the
minimum / maximum number of directors.
Number of directors is/are:
or
minimum and maximum number of directors is/are:
minimum and maximum               


6. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act.


These articles are signed in duplicate.


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