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Articles Of Incorporation Public

Articles Of Incorporation Public Template for Canada

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Articles Of Incorporation Public

I need Articles of Incorporation Public for a Canadian technology company planning to list on TSX in March 2025, with two classes of shares (voting and non-voting common shares) and provisions for future employee share ownership program.

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Document background
Articles of Incorporation Public is the primary constitutional document required to establish a public corporation under Canadian federal law. This document must be filed with Corporations Canada in accordance with the Canada Business Corporations Act (CBCA) and forms the foundation of a corporation's legal existence. It contains crucial information about the corporation's structure, including its name, registered office address, share structure, director requirements, and any business restrictions. The document is particularly important for companies planning to offer shares to the public or list on stock exchanges, as it must include provisions that comply with securities regulations and public company requirements. It serves as a reference point for shareholders, directors, officers, and regulators throughout the corporation's existence and can only be modified through formal amendments approved by shareholders and filed with regulatory authorities.
Suggested Sections

1. Corporate Name: The proposed name of the corporation, which must comply with CBCA requirements and be approved by Corporations Canada

2. Registered Office: The address of the registered office, including the street address and municipality within Canada

3. Number of Directors: Minimum and maximum number of directors permitted on the board

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, rights, privileges, restrictions, and conditions

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

7. Other Provisions: Standard provisions required for public companies, including those related to securities transfer, shareholder meetings, and corporate governance

Optional Sections

1. Pre-emptive Rights: Optional provisions granting existing shareholders the right to maintain their ownership percentage in future share issuances

2. Special Shareholder Rights: Additional rights or restrictions for specific share classes, used when creating complex share structures

3. Foreign Ownership Restrictions: Specific provisions limiting foreign ownership, required for certain regulated industries

4. Board Quorum Requirements: Special provisions regarding board meeting quorum requirements beyond statutory minimums

5. Enhanced Governance Provisions: Additional corporate governance requirements beyond statutory minimums

Suggested Schedules

1. Schedule A - Share Capital: Detailed description of all share classes, including voting rights, dividend rights, and other specific terms

2. Schedule B - Restrictions on Share Transfers: Detailed provisions regarding any restrictions on share transfers

3. Schedule C - Other Rules or Provisions: Additional rules or provisions affecting the operation of the corporation

4. Schedule D - Initial Board of Directors: List of initial directors, including their names and addresses

5. Schedule E - Incorporator Information: Details about the incorporator(s), including names, addresses, and signatures

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

Financial Services

Technology

Manufacturing

Healthcare

Energy

Mining

Real Estate

Telecommunications

Retail

Transportation

Professional Services

Consumer Goods

Media and Entertainment

Biotechnology

Agriculture

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Risk Management

Investor Relations

Corporate Affairs

Regulatory Affairs

Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Director

Compliance Officer

Board Director

Corporate Lawyer

Securities Lawyer

Governance Officer

Risk Manager

Investor Relations Director

Chief Legal Officer

Company Secretary

Board Chairman

Industries
Canada Business Corporations Act (CBCA): Primary federal legislation governing the incorporation and operation of federal corporations in Canada, including requirements for Articles of Incorporation, corporate structure, and shareholder rights
Provincial Securities Acts: Provincial legislation governing securities trading, public offerings, and ongoing disclosure requirements for public companies
Income Tax Act: Federal legislation governing corporate taxation, including requirements for corporate structure and reporting obligations
Provincial Business Corporations Acts: Provincial legislation that may apply depending on where the corporation conducts business, affecting registration and compliance requirements
Investment Canada Act: Federal legislation governing foreign investment in Canadian corporations, particularly relevant for public companies with foreign shareholders
Toronto Stock Exchange (TSX) Requirements: If planning to list on the TSX, these rules govern listing requirements, ongoing compliance, and corporate governance standards
National Instrument 41-101: Securities regulations regarding prospectus requirements and disclosure obligations for public companies
National Instrument 51-102: Continuous disclosure obligations for public companies, including financial reporting requirements
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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