Corporations Canada – Change of Policy Regarding Addresses For Directors
Brenda Taylor, Senior Corporate Law Clerk
Corporations Canada has, in the past,
required that a corporation provide the residential address of each
director when filing information with their office. Examples of documents for
not-for-profit corporations and charities on which a director’s address is
recorded with Corporations Canada are:
- Under the Canada Corporations Act (“CCA”) Letters Patent or an Annual
Summary; and
- Under the Canada Not-for-profit Corporations Act (“CNCA”), Articles of
Incorporation, Notice of Directors and Annual Returns.
On September 26, 2012, Corporations Canada
released a statement advising that effective immediately, a corporation could
record an address for service for each director rather than a
residential address. Corporations Canada considers a valid address for service
to be an address where legal documents can be delivered and accepted for
service either by the director or by someone on the director’s behalf. It
must also be an address where an acknowledgement or delivery receipt can be
provided, if required. In other words, a director’s address cannot be a post
office box. An address for service can continue to be a director’s residential
address if preferred.
For corporations that have not yet
continued under the CNCA and are therefore still subject to the CCA, a
director’s address for service can be recorded on the Annual Summary (Form 3)
required to be filed by June 1 of each year.
For corporations continuing or incorporated
under the CNCA, a director’s address for service can be recorded on one of the
following forms, as applicable:
As part of continuance/incorporation:
- Notice of Initial Registered
Office and First Board of Directors (Form 4002);
Following continuance/incorporation:
- Notice of Changes Regarding
Directors (Form 4006); or
- Annual Return (Form 4022).
The foregoing policy
also applies to corporations incorporated under the Canada Business Corporations Act and the Canada Cooperatives Act.
Forms and other
information documents available on Corporations Canada's website reflect this
change. For further information, please feel free to contact our offices. You
may also contact the Client Services Centre of Corporations Canada, by
telephone at 1-866-333-5556 or by e-mail at corporationscanada@ic.gc.ca.
Canada Revenue
Agency continues to require that a director’s residential address be recorded
on relevant documents filed with their office.
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