Corporation Director Changes in Ontario: How to Change Directors & File a Notice of Change
- Lisa Shaw
- 3 days ago
- 3 min read
If you’re looking up “change director Ontario corporation”, you’re likely trying to update your corporate records the right way—without triggering compliance issues or penalties. Changing directors in Ontario isn’t complicated, but it does require following specific legal steps and filing the correct government forms.
This guide breaks down exactly when a Notice of Change is required, how to update your corporation properly, and what many business owners overlook when making director changes in Ontario. Whether you're adding, removing, or replacing a director, this article will walk you through everything step by step.
What Is a Corporation Director Change in Ontario?
A corporation director change refers to:
Adding a new director
Removing an existing director
Replacing a director
Updating director details (address, name, etc.)
This applies to Ontario corporations incorporated under:
Ontario Business Corporations Act (OBCA)
Federal corporations (Canada Business Corporations Act) with Ontario filings (ie. Ontario Extra-Provincial Registration)
Ontario Not for Profit Corporations Act (ONCA)
Do You Need a Notice of Change?
Yes. In Ontario, you must file a Notice of Change when directors are added, removed, or updated. This ensures your corporation’s public record is accurate and compliant with Ontario Business Registry requirements.
When a Notice of Change Is Required
You must file a Notice of Change when:
A director is appointed
A director is resigned
A director is terminated
A director’s address changes
There are updates to director information, such as a name change
Types of Corporation Director Changes
1. Adding a Director
Requires a resolution or consent
Must update corporate records
File Notice of Change with updated director list
2. Removing a Director
Typically requires shareholder approval (depending on bylaws)
Must ensure proper resignation or removal documentation
File Notice of Change reflecting removal
3. Replacing a Director
Combines removal + appointment
Must maintain accurate historical records internally
4. Updating Director Information
Includes address or name changes
Requires filing even if the person remains a director
Step-by-Step: How to Change Directors in an Ontario Corporation
Step 1: Review Corporate Bylaws
Check how your corporation handles:
Director appointments
Director removal
Quorum requirements
Step 2: Pass a Resolution
Depending on the situation:
Shareholder resolution OR
Board resolution
Step 3: Obtain Written Consent
New directors must consent to act as a director.
Step 4: Update Corporate Records
Update your:
Minute book
Register of directors
Step 5: File a Notice of Change
Filing is done through the Ontario Business Registry - Launch a Business can help with this part!
Step 6: Update CRA (If Applicable)
If the director is tied to:
Tax authorities
What Is the Notice of Change Form?
The Notice of Change is the official government filing used to update corporate information.
It includes:
Director names
Addresses
Appointment or removal dates
👉 In Ontario, this is typically filed through the Ontario Business Registry (OBR). With your Ontario Notice of Change, you're also able to change the business address, business activity and official email address on file.
Deadline to File a Director Change in Ontario
There is no strict fixed “penalty deadline,” but:
Changes should be filed as soon as possible
Delays can lead to:
Incorrect public records
Compliance issues
Problems with banking or legal transactions
Common Mistakes to Avoid
❌ Forgetting to file the Notice of Change after internal approval
❌ Not updating the minute book
❌ Assuming resignation alone updates government records
❌ Missing director consent documentation
❌ Filing incorrect or incomplete director details
Real-World Example
Scenario:
A corporation appoints a new director during a shareholder meeting.
Required Actions:
Pass shareholder resolution
Obtain written consent from the new director
Update internal corporate records
Director Change Types & Filing Requirements
Change Type | Resolution Needed | Notice of Change Required |
Add Director | Yes | Yes |
Remove Director | Yes | Yes |
Replace Director | Yes | Yes |
Update Address | No (usually) | Yes |
Need help getting started? Give us a call today with help filing your Notice of Change. Or, set up a consultation if you've got questions!
