Articles Of Association Of A Private Company Template for Canada

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Articles Of Association Of A Private Company

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Articles Of Association Of A Private Company

I need Articles of Association of a Private Company for a new technology startup incorporating in March 2025, with two share classes (common and preferred) and provisions for future venture capital investment, including tag-along and drag-along rights.

Document background
The Articles of Association of a Private Company is a mandatory document required when incorporating a private company in Canada, whether under federal or provincial jurisdiction. This document must be filed with the relevant corporate registry and serves as the company's constitutional document, establishing its internal governance framework. It includes crucial provisions about share capital, shareholder rights, director powers, and corporate procedures, ensuring compliance with the Canada Business Corporations Act or provincial equivalent. The Articles are essential for defining the relationship between the company's stakeholders and providing clear rules for corporate governance. This document is particularly important when setting up a new company, restructuring an existing one, or when shareholders need to understand their rights and obligations.
Suggested Sections

1. Corporate Name and Number: The official registered name of the corporation and its registration number

2. Registered Office: Address of the company's registered office

3. Share Capital Structure: Details of authorized share capital, including classes of shares and their respective rights and restrictions

4. Share Transfer Restrictions: Provisions governing how shares can be transferred, including any right of first refusal

5. Directors: Rules regarding the appointment, removal, and powers of directors, including minimum/maximum number

6. Shareholders Meetings: Rules for conducting shareholders meetings, including notice requirements, quorum, and voting procedures

7. Board Meetings: Procedures for board meetings, including frequency, notice requirements, and voting

8. Officers: Provisions regarding appointment and duties of corporate officers

9. Banking and Financial Matters: Authorization for banking arrangements and financial transactions

10. Corporate Records: Requirements for maintaining corporate records and access rights

11. Notices: Methods and requirements for giving notice of meetings and other corporate matters

Optional Sections

1. Pre-emptive Rights: Gives existing shareholders priority rights to purchase new share issuances - include when shareholders want to maintain their proportional ownership

2. Tag-Along Rights: Allows minority shareholders to join in the sale of shares by majority shareholders - include for minority shareholder protection

3. Drag-Along Rights: Enables majority shareholders to force minority shareholders to join in the sale of shares - include to facilitate potential future sale

4. Share Purchase Financing: Provisions for company-assisted share purchase financing - include if the company plans to help finance share purchases

5. Different Classes of Shares: Detailed provisions for multiple share classes - include if the company will have complex share structures

6. Alternate Directors: Provisions for appointment of alternate directors - include if board flexibility is desired

7. Electronic Meetings: Specific provisions for conducting virtual meetings - include for modern corporate governance

8. Conflict of Interest: Detailed procedures for handling director conflicts - include for enhanced governance

Suggested Schedules

1. Schedule A - Share Capital: Detailed description of share classes and their respective rights, preferences, and restrictions

2. Schedule B - Initial Directors and Officers: List of first directors and officers of the corporation

3. Schedule C - Form of Share Certificate: Template for share certificates including required legal text and format

4. Schedule D - Share Transfer Form: Standard form for documenting share transfers

5. Schedule E - Shareholder Resolution Templates: Standard templates for common shareholder resolutions

6. Schedule F - By-law No. 1: General by-law governing the regulation of business and affairs of the corporation

7. Appendix 1 - Defined Terms: Comprehensive list of defined terms used in the Articles

8. Appendix 2 - Meeting Procedures: Detailed procedures for conducting various corporate meetings

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Energy

Transportation

Agriculture

Mining

Telecommunications

Education

Entertainment

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Compliance

Corporate Affairs

Shareholder Relations

Risk Management

Corporate Administration

Company Secretariat

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Managing Director

Shareholder Relations Manager

Risk Manager

Board Chairman

Company President

Chief Legal Officer

Corporate Administrator

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Memorandum Of Association For A Charitable Company

A foundational legal document under Canadian law that establishes a charitable organization's purposes, structure, and governance framework.

find out more

Memorandum Of Association Of Medical Company

A Canadian corporate document establishing the structure and operating framework for a medical company, ensuring compliance with both corporate and healthcare regulations.

find out more

Articles Of Association Of A Private Company

A core corporate governance document under Canadian law that establishes the fundamental rules and structure for operating a private company.

find out more

Memorandum Of Association Of Real Estate Company

A Canadian corporate constitution document establishing a real estate company's legal structure, objectives, and operational framework under federal or provincial law.

find out more

Memorandum Of Association For Company Limited By Guarantee

A Canadian federal legal document establishing a non-profit company limited by guarantee, defining its structure, objectives, and member obligations.

find out more

Memorandum Of Association Of Consulting Company

A foundational legal document under Canadian law that establishes a consulting company's existence and defines its basic structure and operational framework.

find out more

Memorandum Of Association For Non Profit Organisation

A fundamental legal document under Canadian law that establishes a non-profit organization's existence, purpose, and basic operational framework.

find out more

Memorandum Of Association For Private Limited Company

A foundational legal document required for incorporating a private limited company in Canada under federal or provincial law, establishing the company's basic structure and governance framework.

find out more

Articles Of Association For Private Companies Limited By Shares

A fundamental corporate governance document under Canadian law that establishes the internal regulations and management structure for private companies limited by shares.

find out more

Memorandum Of Association Of Automobile Company

A foundational legal document under Canadian law that establishes an automobile company's existence, structure, and operational framework.

find out more

Memorandum Of Association Of Educational Company

A foundational legal document under Canadian law establishing an educational company's structure, objectives, and governance framework.

find out more

Memorandum Of Association Of Manufacturing Company

A Canadian legal document establishing a manufacturing company's existence, structure, and operational framework under federal or provincial corporate law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.