Corporations Canada – Change of Policy Regarding Addresses For Directors

October 2012

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:

  1. Under the Canada Corporations Act (“CCA”) Letters Patent or an Annual Summary; and
  2. 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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