Changing Your Corporate Name or Articles: Procedures and Tax Considerations — CPA Firm Near You, Montreal

Introduction

Changing a corporation’s name or modifying its articles of incorporation may seem like a simple branding update or structural adjustment, but in Quebec it requires strict legal procedures and careful tax planning. Corporate name changes, share structure amendments, and other article modifications affect minute books, registrations, tax accounts, and sometimes even shareholder rights. If handled incorrectly, these changes can trigger compliance problems, rejected filings, or tax consequences. This guide explains how to change your corporation’s name or articles safely and how a CPA near you in Montreal can help ensure accuracy and compliance.

Legal and Regulatory Framework

Under the Quebec Business Corporations Act (QBCA) and Canada Business Corporations Act (CBCA), corporations may amend their name or articles through a formal resolution process. Amendments must be filed with the Registraire des entreprises du Québec (REQ) or Corporations Canada, and reflected in the corporation’s minute book, share registers, certificate of amendment, and corporate resolutions. Name changes require NUANS or REQ name searches. Share structure changes require shareholder approval and updated articles of amendment. CRA and Revenu Québec must also be notified to update corporate tax accounts, GST/QST accounts, payroll, and import/export registrations.

Key Court Decisions

Courts have ruled that improperly approved article amendments or undocumented name changes can invalidate corporate actions. Judges confirmed that dividends, reorganizations, or share issuances performed under an outdated or incorrect corporate name may be challenged. Several decisions highlight that failing to document share structure changes can lead to reassessments, denied LCGE eligibility, or reclassification of dividends. Courts emphasize compliance with corporate law and proper documentation.

Why CRA and Revenu Québec Scrutinize Corporate Amendments

Changes to corporate name or articles often accompany reorganizations, new investors, freezes, or expansions. CRA reviews whether share structure changes comply with tax rules, whether resolutions match filings, whether minute books reflect the amendment, whether dividends and reorganizations align with the new structure, and whether name changes were reported properly. Revenu Québec examines REQ filings, GST/QST accounts, and payroll updates. Incorrect or incomplete filings create audit risks.

Reasons to Change Corporate Name or Articles

Rebranding or restructuring

A new name may reflect business growth or a shift in operations.

Creating new share classes

Needed for estate freezes, income splitting, or introducing investors.

Consolidating or simplifying share structures

Reduces long-term complexity.

Changing registered office address or director provisions

Sometimes required for corporate governance improvements.

Adding or removing restrictions on share transfers

Often adjusted during partnership changes or succession.

Steps to Change Your Corporate Name

Step 1: Name search

Perform a NUANS or REQ name availability search.

Step 2: Directors’ resolution

Approve the name change.

Step 3: File Articles of Amendment

Submit amendment documents to REQ or Corporations Canada.

Step 4: Update minute books

Record the change in bylaws, resolutions, and registers.

Step 5: Notify CRA and Revenu Québec

Update GST/QST, payroll, and corporate tax accounts.

Step 6: Update banks, suppliers, contracts, and licenses

All legal and financial records must reflect the new name.

Steps to Amend Articles (Share Structure Changes)

Step 1: Draft article amendments

Define new share classes or revised attributes.

Step 2: Shareholder approval

A special resolution is typically required.

Step 3: File Articles of Amendment

Submit to REQ or Corporations Canada.

Step 4: Update minute books and share certificates

Record changes formally.

Step 5: Adjust tax planning

Ensure TOSI, LCGE, and freeze strategies align with new structure.

Common Pitfalls

Missing resolutions

Unapproved name or article changes are legally invalid.

Not updating minute books

CRA/RQ may reject tax positions if corporate records are outdated.

Incorrect share class definitions

Improper attributes harm dividend planning or estate freezes.

Failure to update tax accounts

CRA and RQ must be notified of all changes.

Contract inconsistencies

Old corporate names on contracts may create legal disputes.

Mackisen Strategy

At Mackisen CPA Montreal, we prepare corporate amendments, draft resolutions, update minute books, coordinate filings with REQ or Corporations Canada, adjust tax planning, and ensure GST/QST and payroll accounts reflect the new structure. Our team ensures that corporate changes are legally valid, tax-efficient, and properly documented.

Real Client Experience

A Montreal corporation changed its name but failed to update CRA accounts; tax correspondence was lost, leading to penalties. We corrected filings and ensured all systems reflected the new name. Another client created new share classes for an estate freeze but did not update the minute book; CRA challenged dividend payments. We reconstructed records and restored compliance.

Common Questions

Does changing my corporate name affect taxes?

Yes. CRA and RQ accounts must be updated to avoid missed filings.

Do I need to amend articles to add share classes?

Yes. Share classes must be legally created.

Can I do a name change myself?

You can, but documentation and tax account updates are complex.

Does a name change affect bank accounts?

Yes, banks require official proof of name change.

Why Mackisen

With more than 35 years of combined CPA experience, Mackisen CPA Montreal ensures corporate name changes and article amendments are legally compliant, fully documented, and tax-efficient. We protect corporations from errors that lead to penalties, disputes, or CRA/RQ issues.