Corporate Articles of Incorporation are essential documents required when establishing a new corporation in Canada. They are filed either federally under the Canada Business Corporations Act or provincially under relevant provincial legislation. These articles serve as the foundation of the corporation's legal existence and structure, containing crucial information about share classes, director requirements, registered office location, and any business restrictions. The document is typically prepared when starting a new business venture that requires corporate status, when reorganizing an existing business into a corporation, or when establishing a subsidiary. It requires careful consideration of various factors including tax implications, future growth plans, and governance requirements. Once filed and approved by the relevant authorities, these articles become public documents and form part of the permanent corporate record.
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1. Corporate Name: The approved corporate name, including the legal element (Ltd., Inc., or Corp.)
2. Registered Office: The physical address of the registered office, including province and municipality
3. Number of Directors: Minimum and maximum number of directors permitted
4. Share Structure: Description of authorized share classes, including rights, privileges, restrictions, and conditions
5. Restrictions on Share Transfers: Any restrictions on the transfer of shares, if applicable
6. Other Provisions: Any other fundamental provisions required for operation of the corporation
7. Incorporator Information: Names and addresses of incorporators, including their signatures
1. Business Restrictions: Specific restrictions on business activities, used when the corporation wants to limit its scope or maintain specific status
2. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage, included when wanting to protect against dilution
3. Special Shareholder Provisions: Additional shareholder rights or restrictions, used for complex ownership structures
4. Director Qualifications: Specific qualifications required for directors, included when special expertise or characteristics are required
5. Enhanced Quorum Requirements: Special quorum requirements for shareholder or director meetings, used for additional governance control
1. Schedule A - Share Capital: Detailed description of share classes, including voting rights, dividend rights, and other specific terms
2. Schedule B - Restrictions on Share Transfers: Detailed provisions regarding share transfer restrictions, including right of first refusal or other transfer mechanisms
3. Schedule C - Other Provisions: Additional provisions such as special shareholder rights, director powers, or corporate governance matters
4. Schedule D - Initial Directors: List of initial directors with their addresses and consent to act
5. Form 1 - Initial Registered Office Address and First Board of Directors: Required CBCA form providing initial corporate address and director information
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