Change your society’s Memorandum of Association
Societies can change their Memorandum of Association by filing a special resolution with Registry of Joint Stock Companies. This change can only happen by special resolution.
Use the Special Resolution Form to file a special resolution with Registry of Joint Stock Companies to change your society’s Memorandum of Association.
Passing a special resolution
This change can only happen by special resolution. To pass a special resolution, you need to comply with the Societies Act and your by-laws, including:
- ensuring the change to the Memorandum of Association complies with the Societies Act
- notifying members of the time and location of the meeting and the intention to vote on the proposed change
- having a quorum (minimum number of members necessary) at the time of the vote
- having at least three-fourths of members who are present (in person or by proxy where proxy is allowed) at the meeting vote in favour of the change
- having an officer or director sign the Special Resolution Certificate Form
- filing the Special Resolution Certificate Form with Registry of Joint Stock Companies within 14 days of passing the special resolution
The officer or director who signs the form needs to be listed with Registry of Joint Stock Companies as an officer or director of the society.
Information you file with Registry of Joint Stock Companies is available to the public.
Who can use this form
Societies need to use this form to change their Memorandum of Association.
What you need to do
- Pass a special resolution to change the Memorandum of Association.
- Complete the Special Resolution Form online.
- Check the form for details on all required supporting documents.
- Include payment with your form.
- Within 14 days of passing the special resolution, submit your completed form, revised Memorandum of Association and payment.
- If Registry of Joint Stock Companies approves the special resolution, it updates the registry and issues a Memorandum of Alteration Certificate. The change takes effect once Registry of Joint Stock Companies updates the registry.
How long it takes
It should take 1 to 2 weeks for the change to take effect and for you to get the Memorandum of Alteration Certificate. It can take longer if more information is needed or if your form hasn’t been filled in correctly.
Credit card (Visa, Mastercard, American Express, Discover), Interac® Online, debit card, cheque, money order, cash. Make your cheque or money order payable to the Minister of Finance. Payment options may vary depending on how you submit the form.
When you pay online you need to pay the fee by credit or debit card (Visa, Mastercard, American Express, Discover, Visa Debit, Debit Mastercard). You can only pay by debit card online if your bank participates in Interac® Online.
Before you start
Make sure you:
- pass a special resolution to make the change
- have the full legal name of the society as it’s registered with Registry of Joint Stock Companies
- certify that the special resolution passed by at least three-fourths of the members who were present (in person or by proxy where proxy is allowed) at a meeting
- have an officer or director of the society available to sign the form
When you file online you need to create an account or sign in. You need to be an authorized filer for the non-profit. You also need to upload any supporting documents in PDF format, including required signatures and Special Resolution - Alteration to Memorandum of Association.
You can use the Special Resolution Certificate Form (PDF 253 kB) if you’re unable to file online. An officer or director of the society needs to complete the form. Send your completed form and supporting documents by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.