First, know exactly what is wrong
A rating tells you there is a problem; it does not tell you what to say to your lawyer. Start by getting the defects named. The free Health Check lists which requirements were found, absent, or contradicted in your wording. Where the result is red, the paid PREC Deep Dive, $1,000 CAD plus HST, gives the full clause-by-clause written analysis: every requirement, worst first, what is wrong with each one, why it matters, and what to raise with your lawyer about it. Walking into a legal meeting with the defects already named is usually the cheapest hour of the whole exercise.
Second, settle the reorganization question
This is the step people skip, and it is the one that bites. Amending the articles narrows what the corporation is authorized to do. If the corporation currently holds anything or earns anything outside providing your services to your brokerage, a rental property, a management business, an interest in another company, then narrowing the articles first is doing things in the wrong order. The receiving structure has to exist, the transfer has to complete, and the articles get amended last. Whether a reorganization is needed, and how to do one without triggering tax, is squarely a question for your CPA and your lawyer together, and it is why our own amendment engagement begins with a short screening rather than a payment button.
Third, prepare the amendment
The fix itself is a set of articles of amendment: the corrected share provisions, restrictions, and other clauses that bring the document in line with the conditions in O. Reg. 536/20 and the considerations the CRA cares about. Two ways to get there:
- Your own corporate lawyer drafts. Take the Deep Dive’s clause-by-clause findings to your lawyer and have them draft and file the amendment. For many realtors this is the whole path.
- Capital Toolkit prepares the articles. Preparing amended articles is a separate engagement at $3,000 CAD. We prepare the articles; your own lawyer reviews them, and you file them with the Province yourself. Ontario’s own filing fee is separate and is paid to the Province. Everything is quoted in full before any work begins.
Fourth, file, and then keep it current
The amendment takes effect when it is filed with Ontario and the certificate of amendment issues. After that, the same discipline that caught the problem is worth keeping: rules change, and a document that was right when filed can drift out of date. Run the free check again whenever the corporation’s circumstances change, and before anything that will make someone else read your articles closely, such as a financing or a sale.
What this page is not
Not legal or tax advice. The Health Check and the Deep Dive rate how articles are drafted and give you a starting point for a qualified lawyer and CPA; they do not certify that your corporation is compliant, and they do not decide whether a reorganization is right for you. Have a professional review before you rely on or file anything.