Board Resolution For Address Change Template for Canada

A Board Resolution For Address Change is an essential corporate document that you need when your Canadian corporation must officially change its registered office address. This formal resolution serves as legal proof that your board of directors has approved the address change and authorizes corporate officers to file the necessary documents with government authorities. The resolution becomes part of your corporation's permanent records and ensures compliance with federal and provincial corporate laws.

When do you need this document?

You need this resolution whenever your corporation relocates its registered office, whether due to lease expiration, business expansion, or consolidation of operations. The document is mandatory before filing address change notices with provincial corporate registries, and you must have it completed before notifying Canada Revenue Agency of your new business address. If your corporation operates in multiple provinces, you'll need this resolution to update your registration in each jurisdiction where you conduct business. The resolution is also required when changing your registered agent or moving from a registered agent's address to your own premises.

Key legal considerations

Your resolution must be passed at a properly constituted board meeting with quorum present, as defined in your corporate bylaws or articles of incorporation. The document should clearly state both your current registered address and the complete new address, including postal code, to avoid any confusion during government filings. You must ensure the new address is a valid business location within Canada that can receive legal documents during normal business hours. The resolution should authorize specific officers by name to execute all necessary filings and include an effective date that allows sufficient time to complete all required notifications. Remember that failing to update your registered address within required timeframes can result in penalties and may affect your corporation's good standing.

Legal requirements in Canada

Under the Canada Business Corporations Act (CBCA), federally incorporated companies must maintain a registered office in Canada and file address changes within specified timeframes. Provincial corporations must comply with their respective provincial business corporations acts, which have similar but sometimes stricter requirements. You must file a Notice of Change of Registered Office with the appropriate corporate registry, typically within 15 days of the address change. The Income Tax Act requires you to notify Canada Revenue Agency of business address changes to maintain proper tax compliance. If your corporation is registered as an extra-provincial corporation in other provinces, you must also update your address in those jurisdictions to maintain your authorization to conduct business.