Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Marginal note:Amendment of articles

• 173 (1) Subject to sections 176 and 177, the articles of a corporation may by special resolution be amended to

  • (a) change its name;

  • (b) change the province in which its registered office is situated;

  • (c) add, change or remove any restriction on the business or businesses that the corporation may carry on;

  • (d) change any maximum number of shares that the corporation is authorized to issue;

  • (e) create new classes of shares;

  • (f) reduce or increase its stated capital, if its stated capital is set out in the articles;

  • (g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;

  • (h) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;

  • (i) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

  • (j) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof;

  • (k) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;

  • (l) revoke, diminish or enlarge any authority conferred under paragraphs (j) and (k);

  • (m) increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 107 and 112;

  • (n) add, change or remove restrictions on the issue, transfer or ownership of shares; or

  • (o) add, change or remove any other provision that is permitted by this Act to be set out in the articles.

• Marginal note:Termination

  (2) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the shareholders.

• Marginal note:Amendment of number name

  (3) Notwithstanding subsection (1), where a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name.