Adding or Removing a Director or Shareholder: Federal vs Ontario vs Alberta

Comparing how director changes are reported, federally, Ontario, and Alberta

The mechanics of removing a director and the paperwork for reporting the change both depend on which statute your corporation is incorporated under: the federal Canada Business Corporations Act (CBCA), Ontario’s Business Corporations Act (OBCA), or Alberta’s Business Corporations Act (ABCA).

Federally, shareholders may remove a director before the end of their term by ordinary resolution at a special meeting called for that purpose. In Ontario, the Business Corporations Act fixes the shareholder vote threshold for removing a director in section 122, and neither the articles nor a unanimous shareholder agreement can raise that threshold. In Alberta, section 109 of the Business Corporations Act performs the same function, and section 106(4) confirms that the articles cannot require more shareholder votes than section 109 sets to remove a director.

Once the vote happens, all three regimes require the change to reach the registry within the same 15-day window, but the filing itself differs. Federally, the corporation sends a notice to Corporations Canada within 15 days, and updating director information online is free and takes one day to process. In Ontario, the change is set out in a Form 1, Initial Return/Notice of Change, filed within 15 days under the Corporations Information Act, and there is no Ministry fee to file it. In Alberta, corporations must update director information within 15 days of the change using a Notice of change of directors, but that form goes through an authorized Corporate Registry service provider rather than directly to the government, and those service providers set their own filing fee since there is no posted flat government tariff for this filing.

Which regime governs your corporation

The rules that apply turn on where the corporation is incorporated, not on where the director or shareholder lives or where the business operates. A corporation incorporated federally under the CBCA follows CBCA rules and reports to Corporations Canada no matter which province its directors live in. A corporation incorporated under the Ontario Business Corporations Act follows OBCA rules and reports to the Ontario government. A corporation incorporated under the Alberta Business Corporations Act follows ABCA rules and reports through Alberta’s Corporate Registry. The governing statute is set at incorporation and shown on the certificate of incorporation; it does not change just because the corporation later does business, or its directors move, elsewhere in Canada.

Removing or replacing a director: what else changes by jurisdiction

Federally, a few additional mechanics are worth knowing. If a class or series of shares has an exclusive right to elect one or more directors, a director elected that way can only be removed by an ordinary resolution of the shareholders of that class or series, not the shareholders generally. A vacancy created by removing a director can be filled at the same meeting, or later under the vacancy-filling rules. Directors are normally elected at the first shareholders’ meeting and at each annual meeting after that, for a term ending no later than the corporation’s third following annual meeting, and if no election takes place at an annual meeting, the incumbent directors simply continue in office. A director can also leave voluntarily: resignation takes effect once the written resignation is sent to the corporation, or on a later date stated in it, whichever is later.

In Alberta, a replacement director appointed to fill the resulting vacancy has to meet the Act’s basic eligibility rule: directors must be adults. Federally, a director is not required to also be a shareholder unless the corporation’s own articles impose that requirement.

Adding or removing a shareholder

Adding or removing a shareholder is a different kind of transaction from removing a director, and in none of the three regimes does it go through a government filing on its own. Federally, a share issued in registered form is a negotiable instrument capable of transfer, and that transfer is recorded in the corporation’s own securities register rather than reported to Corporations Canada. This pack did not verify the equivalent OBCA and ABCA provisions directly, so anyone relying on the exact mechanics in Ontario or Alberta should check their own corporation’s articles, share register, and any shareholder agreement.

One federal filing obligation sits alongside share changes and is easy to miss: since June 2019, most CBCA corporations must keep a register of individuals with significant control, meaning anyone who owns, controls, or directs 25% or more of the shares (alone or with others) or who otherwise has control in fact without owning shares. Since January 22, 2024, that information must also be filed with Corporations Canada, and some of it is made public. A share transfer that changes who crosses that 25% line can trigger this filing even though the underlying transfer itself is handled privately, in the corporation’s own records.