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Articles Of Incorporation One Person Corporation

Articles Of Incorporation One Person Corporation Template for Canada

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Articles Of Incorporation One Person Corporation

I need Articles of Incorporation One Person Corporation for my professional consulting business in Canada, with a single class of shares and provisions that will allow me to easily add additional share classes and directors by March 2025 when I plan to expand.

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Document background
Articles of Incorporation One Person Corporation is a crucial document required when establishing a federal corporation in Canada with a single shareholder-director structure. This document is filed with Corporations Canada and must comply with the Canada Business Corporations Act (CBCA) requirements. It's typically used by entrepreneurs, professionals, or business owners who want to incorporate their business while maintaining sole control and simplified governance. The document includes essential information such as the corporate name, registered office location, share structure, and governance provisions. It serves as the foundation for the corporation's existence and operations, establishing its legal framework and basic rules. The one-person corporation structure is particularly suitable for small businesses, consultants, and professionals seeking personal liability protection while maintaining straightforward corporate governance.
Suggested Sections

1. Corporate Name: The approved name of the corporation, including any French or English versions if applicable

2. Registered Office: The complete address of the corporation's registered office in Canada

3. Number of Directors: Statement of the number of directors (in this case, minimum and maximum of one)

4. Business Restrictions: Any restrictions on the business the corporation may carry on, if applicable

5. Share Structure: Details of the authorized share capital, including classes of shares and their rights, privileges, and restrictions

6. Share Transfer Restrictions: Any restrictions on the transfer of shares of the corporation

7. Other Provisions: Any other provisions permitted by the CBCA that the incorporator wishes to include

8. Incorporator Details: Name and address of the incorporator, including signature

Optional Sections

1. Pre-emptive Rights: Include when wanting to give existing shareholders first right to purchase new share issuances

2. Business Purpose: Include when wanting to specify or limit the corporation's business activities

3. Additional Corporate Powers: Include when wanting to explicitly state specific powers of the corporation beyond statutory defaults

4. Special Shareholder Rights: Include when creating special rights or restrictions for the sole shareholder

5. Future Director Provisions: Include when planning for possible future addition of directors

6. Banking Resolution: Include when wanting to establish banking arrangements in the initial documents

Suggested Schedules

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

2. Schedule B - Initial Director Resolution: First directors resolution addressing initial corporate matters

3. Schedule C - By-Law No. 1: General by-law governing the regulation of the business and affairs of the corporation

4. Schedule D - Notice of Registered Office: Formal notice of the registered office address

5. Schedule E - Form 2 - Initial Registered Office Address and First Board of Directors: Required form for Corporations Canada

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Professional Services

Retail

Technology

Manufacturing

Consulting

Healthcare

Real Estate

Construction

Financial Services

Media and Entertainment

Agriculture

Education

Transportation and Logistics

Energy

Environmental Services

Relevant Teams

Legal

Corporate Services

Finance

Tax

Compliance

Corporate Governance

Business Development

Administrative Services

Risk Management

Executive Office

Relevant Roles

Business Owner

Entrepreneur

CEO

Corporate Lawyer

Legal Counsel

Corporate Secretary

Business Advisor

Accountant

Tax Specialist

Business Consultant

Incorporation Specialist

Compliance Officer

Corporate Services Manager

Professional Corporation Owner

Solo Practitioner

Industries
Canada Business Corporations Act (CBCA): The primary federal legislation governing the incorporation and operation of corporations in Canada, including requirements for Articles of Incorporation, corporate structure, and governance
CBCA Regulations (SOR/2001-512): Detailed regulations supplementing the CBCA, including specific forms and procedures for incorporation and corporate maintenance
Corporations Canada Name Granting Rules: Rules and guidelines governing the selection and registration of corporate names at the federal level
Canada Not-for-profit Corporations Act: While primarily for non-profits, contains relevant provisions about corporate governance that may affect one-person corporations
Provincial Business Corporations Act: Provincial legislation that may apply depending on where the corporation conducts business, affecting registration requirements and compliance
Provincial Securities Act: Relevant for future share issuances and corporate finance matters, even in a one-person corporation context
Income Tax Act: Federal tax legislation affecting corporate structure decisions and shareholder considerations
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

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