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Last revision: 02/11/2023
Available formats: Word and PDF
Size: 7 to 10 pages
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This document is for incorporator(s) who want to establish a private corporation with a view to profit. Articles of Incorporation (or Articles/ Memorandum of Association in Nova Scotia and Articles of Constitution in Quebec) are:
(a) documents that create the corporation and contain essential information such as:
i) the corporation's name;
ii) the number of directors;
iii) the share structure;
iv) the rights and conditions attached to the shares, and more.
(b) documents used to create Canadian corporations or provincial and territorial corporations. Each government will have its own requirements.
If the incorporator(s) choose a Canadian corporation, they must file the required forms with the federal government. On the other hand, if the incorporator(s) choose a corporation in their Province, they must file the required forms with the provincial government.
This document may be added to the government form when filing Articles of Incorporation. In some Provinces, incorporator(s) may add additional pages to the government forms because they run out of space to fill in a certain section, such as the share structure. If that is the case, this template may be used to add to the government's Articles of Incorporation form. Incorporator(s) may be required to enumerate the additional pages based on the requirements of the government form. Other jurisdictions may require a form labelled as "Schedule" to be attached to the government form.
HOW TO USE THIS DOCUMENT
1) For-Profit Private Corporation
This is not a non-profit organization document, and this document is also not for a public corporation. This means that the shareholders can not offer their shares to the general public.
2) Share Template and Government Forms
The incorporator(s) filling out this document will go through the questionnaire, select their Province (or federal for Canada corporations) and create Articles of Incorporation with the necessary information. Once the incorporator(s) have filled out the document, the incorporator(s) will be prepared to file the appropriate government forms with a complete share structure. Unlike the bylaws of a corporation, Articles of Incorporation are public record.
The purpose of this document is to provide an overall template on Articles of Incorporation and to provide a specific share structure that the incorporator(s) may use when it comes time to file the required government forms. Although this is accessible online, many forms do not contain helpful templates for share structures. It should be noted that certain Provinces will require additional forms to be filed on top of the form for Articles of Incorporation, and this is different for each Province.
3) Approval of Articles of Incorporation
Once the government approves the prescribed forms that the incorporator(s) have submitted, the government grants a certificate of incorporation, which represents the corporation's birth. The key points of incorporation are:
(a) Legally speaking, an individual does not own a corporation, given that a corporation is considered a legal person in the eyes of the law. Rather, individuals own shares in a corporation, which represents an interest the individual or individuals have. Shares have been legally defined as a bundle of rights. Hence, a person has rights in a corporation through shares. Once an individual has shares in a corporation, they become shareholders.
(b) Once incorporated, the incorporator(s) are protected. With certain exceptions, this means that the shareholder(s) of the corporation will not be found personally liable for the corporation. The corporation and the incorporator(s) are not the same entity. A lawsuit against a corporation will not expose the personal assets of the incorporator(s), and the debts of the corporation belong to the corporation, not the shareholder(s). This also means that the property of the corporation does not belong to the shareholder(s).
(c) Since a corporation is distinct from the shareholder(s), the corporation also pays taxes separately and files its own income tax return.
Corporate law is governed by federal law, each Province's legislation and case law. Most provincial legislation requires that when filing Articles of Incorporation, a specific government form needs to be used. For Canadian corporations, the Canada Business Corporations Act (R.S.C., 1985, c. C-44) applies. This Act requires specific government forms.
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