A registered-office change resolution authorizes the corporation to move the address where official notices are served and corporate records are maintained. The resolution is the internal approval; the registry filing or registered-agent update is what changes the public record.
Canada often distinguishes a registered office from a records office, while US corporations may work through a registered agent and annual report. Identify the exact address type before signing.
- Approved by
- Usually the directors, subject to the statute, articles and bylaws
- Signed by
- Every director entitled to vote, if passed in writing
- Filed with the government
- Usually yes; a resolution alone does not update the public address
- Also update
- Records location, registered agent, banks, lenders, insurance and service providers
- Effective date
- The filing or accepted effective date, not merely the date of the resolution
When you need one
- The corporation moves its registered office to a new address.
- A lawyer, accountant or registered agent stops providing the registered-office service.
- The corporation changes its records office or the place where its securities register is maintained.
- The corporation needs to update a registered agent, delivery address or mailing address.
- A home address was used at incorporation and the corporation now needs a stable service address.
Who approves it
The approving authority and filing form depend on the jurisdiction and on whether the change concerns the registered office, records office, registered agent or mailing address. Confirm the registry’s current form and effective-date rules before filing.
| Jurisdiction | Rule |
|---|---|
| Canada, federal (CBCA) | The corporation must maintain a registered office and update the address through the prescribed corporate filing or process. A records location may be separately designated for corporate records. |
| Ontario (OBCA) | A registered office is maintained in Ontario, and the address may be changed through a directors’ resolution or special resolution followed by the required corporate filing. |
| British Columbia (BCBCA) | A company maintains registered and records offices. A change of address may be authorized by the articles or, when they are silent, by directors’ resolution, followed by the registrar’s notice of change. |
| Alberta (ABCA) | The corporation keeps a registered office and updates its registered-office information through the corporate registry’s required notice or filing. |
| Quebec (QBCA) | The corporation updates its enterprise-register information through the required declaration or filing and should keep the internal approval with its records. |
| Delaware (DGCL) | The corporation maintains a registered agent and registered office in Delaware. Changes are made through the Division of Corporations filing or agent process, with the internal authorization retained in the minute book. |
| Model Act states (MBCA) | The corporation maintains a registered office and agent and updates the state filing or annual report as required by the state’s corporate statute. |
Before you sign
- Name the address precisely. Say registered office, records office, mailing address, delivery address or registered agent rather than using one term for all of them.
- Confirm service and consent. Make sure the new address or agent will accept legal notices and that the person providing it has agreed.
- Check the filing form and deadline. Some registries accept an online notice; others require a prescribed form or annual-report update.
- Plan mail forwarding. Keep the old address monitored until the registry, banks, lenders and courts reflect the change.
- Check privacy and records access. A registered office may be public, while the records office must still allow the corporation to produce its books when required.
Registered office and records office may be different
A registered office receives official service and notices. A records office is where the corporation keeps or can produce its registers and corporate records. In a jurisdiction that distinguishes them, the resolution and filing should name each address separately.
Sample wording
Adapt the wording to your corporation: replace everything in square brackets, and check your articles, bylaws and any shareholder agreement first. Each person signs and dates a copy, and a scanned or electronic signature is usually fine.
Resolutions of the directors of [Corporation name] (the “Corporation”)
BE IT RESOLVED THAT, effective upon acceptance of the required filing by the applicable registry, the registered office of the Corporation be changed from [old address] to [new address];
2. [If applicable: the records office of the Corporation be changed from [old records address] to [new records address].]
3. [Name and title] is authorized to sign and file the notice of change, notify the registered agent or service provider and update the Corporation’s records.
4. The officers are authorized to notify banks, lenders, insurers, counterparties and other persons who rely on the Corporation’s address.
The foregoing resolutions are passed by the signatures of all the directors of the Corporation, as of [date].
______________________________
[Name], director
______________________________
[Name], director
Action by unanimous written consent of the board of directors of [Corporation name] (the “Corporation”)
RESOLVED, that, effective upon acceptance of the required filing, the registered office and registered agent of the Corporation in the State of [state] be changed from [old information] to [new agent and address];
RESOLVED FURTHER, that [name and title] is authorized to sign and file the statement or form required by the Secretary of State and to obtain confirmation of the change; and
RESOLVED FURTHER, that the officers are authorized to update the Corporation’s records, banks, lenders, insurers and counterparties.
This consent is signed by all the directors of the Corporation, is effective as of [date], and will be filed with the minutes of the proceedings of the board.
______________________________
[Name], director
______________________________
[Name], director
After you sign
- File the registry notice or registered-agent change and save the accepted confirmation.
- Update the minute-book index, records-office designation, securities-register location and official correspondence address.
- Notify banks, lenders, insurers, tax professionals, licensing bodies and key counterparties.
- Keep monitoring the old address until all notices and service records are confirmed at the new address.
What to keep in your minute book
- The signed resolution and consent from the new agent or address provider.
- The filed notice, acceptance or registry confirmation.
- The current registered-office, records-office and registered-agent information.
- Evidence that banks, lenders, insurers and key counterparties were notified.
Common questions
Does the resolution alone change the registered office?
Usually no. The resolution authorizes the change, but the public address changes when the required registry notice or agent filing is accepted.
Can the registered office be a home address?
Sometimes, subject to the jurisdiction, privacy preference, service requirements and any local professional or corporate rules. Use a valid address where official notices will actually be received.
Is the records office the same as the registered office?
Not always. Some statutes distinguish the place for legal service from the place where corporate records are kept. Name both separately when the jurisdiction does.
This page is general information about corporate resolutions in the United States and Canada, not legal or tax advice. The sample wording is a starting point: your articles, bylaws and any shareholder agreement may require something different, and rules change over time. For advice about your corporation, speak with a qualified lawyer or accountant.
Sources
- Canada Business Corporations Act, registered-office and records provisions
- Ontario Business Corporations Act, section 14
- British Columbia Business Corporations Act, sections 34 and 35
- Alberta Business Corporations Act, registered-office provisions
- Quebec Business Corporations Act, registered-office provisions
- Delaware General Corporation Law, registered-agent and registered-office provisions
- Model Business Corporation Act (American Bar Association), registered-office and registered-agent provisions