Amended Certificate Of Incorporation Template for Canada

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Key Requirements PROMPT example:

Amended Certificate Of Incorporation

I need an Amended Certificate of Incorporation for our Canadian federal corporation to create a new class of preferred shares with specific dividend rights and voting restrictions, to be effective March 1, 2025.

Document background
An Amended Certificate of Incorporation is required when a corporation needs to make fundamental changes to its constitutional documents. This document is used across all Canadian jurisdictions, whether federally under the Canada Business Corporations Act or provincially under respective provincial legislation. It becomes necessary when shareholders have approved significant changes to the corporation's structure or characteristics, such as modifications to share classes, corporate name changes, alterations to the number of directors, or changes to business restrictions. The Amended Certificate of Incorporation must be filed with the appropriate corporate registry and, once approved, becomes part of the corporation's official public record. The document typically includes details of the amendments, reference to shareholder approval, and certification by authorized corporate representatives.
Suggested Sections

1. Corporate Identification: Legal name of corporation, corporation number, and jurisdiction of incorporation

2. Resolution Reference: Reference to the special resolution authorizing the amendment

3. Amendment Details: Clear statement of the amendments being made to the articles of incorporation

4. Effective Date: Date on which the amendments take effect

5. Certification: Declaration that the amendment complies with relevant corporate law and has been properly authorized

6. Director/Officer Authorization: Signature and details of the authorized officer or director executing the amendment

Optional Sections

1. Share Structure Amendments: Required when amendments affect authorized share capital, share classes, or rights and restrictions

2. Corporate Name Change: Include when the amendment involves changing the corporation's name, including NUANS report reference

3. Registered Office Change: Required when amending the corporation's registered office address

4. Number of Directors: Include when changing the minimum or maximum number of directors

5. Business Restrictions: Required when adding, removing, or modifying restrictions on business activities

6. Other Provisions: For amendments to any other provisions in the articles not covered by specific sections

Suggested Schedules

1. Schedule A - Share Structure Details: Detailed description of amended share structure, including rights, privileges, and restrictions of each share class

2. Schedule B - Corporate Name Search Results: NUANS report or name search results when amendment includes name change

3. Schedule C - Special Resolution: Copy of the special resolution of shareholders authorizing the amendment

4. Schedule D - Business Restrictions: Detailed description of any restrictions on business activities

5. Appendix 1 - Supporting Documents: Any additional documents required by the registrar or relevant authorities

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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