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 Certificate 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.

Public record

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.

An officer or director of the society needs to complete the form.

What you need to do

  1. Pass a special resolution to change the Memorandum of Association.
  2. Complete the form.
  3. Include payment with your form.
  4. Within 14 days of passing the special resolution, send your completed form, revised Memorandum of Association and payment by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.
  5. The change takes effect once Registry of Joint Stock Companies approves the special resolution and files the form.
  6. Registry of Joint Stock Companies sends you a Memorandum of Alteration Certificate.

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.

Cost

Activity Fee
Memorandum changes $12.45

Payment options

Visa, MasterCard, American Express, debit card, cheque, money order, cash. A cheque or money order should be made payable to the Minister of Finance. Payment options may vary depending on how you submit the form.

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

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