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Articles Of Incorporation Of A Close Corporation
I need Articles of Incorporation of a Close Corporation for a family-owned manufacturing business in Ontario, with three share classes and specific provisions limiting share transfers to family members only, to be established by March 2025.
1. Corporate Name and Number: The official corporate name and registration number of the corporation
2. Registered Office: Address of the corporation's registered office
3. Class and Number of Shares: Details of the authorized share capital, including rights, privileges, and restrictions
4. Restrictions on Share Transfers: Specific provisions restricting the transfer of shares, characteristic of close corporations
5. Number of Directors: Minimum and maximum number of directors permitted
6. Business Restrictions: Any restrictions on the business the corporation may carry on
7. Other Provisions: Additional provisions required for the corporation's governance
8. Incorporator Information: Details of the incorporating individuals or entities
1. Pre-emptive Rights: Grants existing shareholders the right of first refusal on new share issuances
2. Shareholder Voting Requirements: Special voting requirements for certain corporate actions
3. Buy-Sell Provisions: Procedures for share transfers in specific situations like death or retirement
4. Management Structure: Specific provisions about management roles and responsibilities
5. Dispute Resolution: Procedures for resolving internal disputes
6. Tag-Along Rights: Protections for minority shareholders in case of sale by majority
7. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale
1. Schedule A - Share Structure: Detailed breakdown of share classes, rights, and restrictions
2. Schedule B - Initial Directors: List of first directors and their details
3. Schedule C - Shareholder List: Initial shareholders and their shareholdings
4. Schedule D - Share Transfer Restrictions: Detailed procedures and restrictions for share transfers
5. Schedule E - Corporate Governance Rules: Specific rules for corporate governance and decision-making
6. Appendix 1 - Form of Share Certificate: Template for share certificates with transfer restrictions noted
7. Appendix 2 - Required Corporate Resolutions: Standard form resolutions for common corporate actions
Authors
Articles
Board of Directors
By-laws
Close Corporation
Corporation
Director
First Directors
Incorporator
Officer
Permitted Transferee
Person
Registered Office
Resident Canadian
Restricted Securities
Share Certificate
Shareholder
Special Resolution
Transfer
Transfer Restrictions
Voting Securities
Common Shares
Preferred Shares
Share Class
Jurisdiction
Authorized Capital
Issued Capital
Corporate Seal
Quorum
Related Person
Family Member
Business Day
Fiscal Year
Unanimous Shareholder Agreement
Registered Office
Share Capital
Share Transfer Restrictions
Directorship
Business Activities
Corporate Powers
Voting Rights
Pre-emptive Rights
Board Composition
Shareholder Meetings
Share Certificates
Amendment Provisions
Dissolution Rights
First Director Appointments
Corporate Records
Securities Registration
Shareholder Rights
Management Structure
Business Restrictions
Share Class Rights
Quorum Requirements
Officer Appointments
Corporate Seal
Banking Arrangements
Fiscal Year
Professional Services
Family Businesses
Technology Startups
Manufacturing
Real Estate
Consulting
Healthcare
Retail
Agriculture
Construction
Professional Practices
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Corporate Administration
Finance
Shareholder Relations
Risk Management
CEO
Company Secretary
Corporate Lawyer
Chief Legal Officer
Board Director
CFO
Corporate Governance Officer
Compliance Officer
Managing Director
Business Owner
Corporate Administrator
General Counsel
Shareholder Relations Manager
Executive Director
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