In Quebec, since the coming into force of the Quebec Business Corporations Act on February 14th, 2011, the head office of the business corporation must be situated at the address appearing in the articles of constitution of the business corporation. The mention relative to the judicial district is no longer required, the head office must, however, be situated in Quebec. If the directors want to modify the head office for an address situated within the same judicial district, a simple resolution of the directors and a declaration of current update with the Québec enterprise registrar will be enough. However, if the new location of the head office is situated outside of the judicial district of the business corporation, a special resolution of the shareholders will be required to modify the address of the head office of the business corporation through articles of amendment.
In Canada, the articles of incorporation provide, at the level of the locality of the registered office, the province where it must be situated. If the new location is in the same province, a resolution of the directors accompanied by a notice to Corporations Canada and a declaration of update to the director of Corporations-Canada, and also to the enterprise registrar in Quebec if the head office of the business corporation is situated in the province of Quebec, will be required. Only a change of province will require articles of amendment which will have to be adopted by a special resolution of the shareholders.
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