Corporation Articles Of Incorporation Template for Canada

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Key Requirements PROMPT example:

Corporation Articles Of Incorporation

I need Articles of Incorporation for a Canadian technology startup with two share classes (common and preferred), planning to seek venture capital funding in March 2025, with a maximum of 5 directors and restrictions on share transfers to non-residents.

Document background
Corporation Articles of Incorporation are essential documents required when establishing a new corporation in Canada. They are filed with either federal or provincial/territorial authorities and serve as the foundation for the corporation's legal existence and governance structure. These articles must be prepared when incorporating a new business and include crucial information such as the corporate name, share structure, registered office address, and director details. The document must comply with the Canada Business Corporations Act (CBCA) for federal incorporations or relevant provincial legislation. Once approved, the Articles become the corporation's constitutional document and can only be modified through formal amendments. This document is particularly important as it affects shareholders' rights, corporate governance, and the overall operational framework of the business.
Suggested Sections

1. Corporate Name: The proposed name of the corporation, which must comply with CBCA requirements and include 'Limited', 'Ltd.', 'Incorporated', 'Inc.', or 'Corporation'

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

3. Number of Directors: The minimum and maximum number of directors the corporation may have

4. First Director(s): Names and addresses of the first directors who will serve until the first meeting of shareholders

5. Business Restrictions: Any restrictions on the business that the corporation may carry on

6. Share Structure: Details of the classes and maximum number of shares that the corporation is authorized to issue

7. Share Rights: The rights, privileges, restrictions, and conditions attached to each class of shares

Optional Sections

1. Pre-emptive Rights: Include when shareholders should have the first right to purchase new shares before they are offered to others

2. Share Transfer Restrictions: Include when there should be restrictions on how shares can be transferred

3. Other Provisions: Include when additional provisions are needed for specific corporate governance requirements or restrictions

4. Special Shareholder Provisions: Include when specific shareholder rights or restrictions beyond standard provisions are needed

5. Foreign Ownership Restrictions: Include when there need to be limitations on foreign ownership of shares

6. Special Business Provisions: Include when specific business activities need to be authorized or restricted

Suggested Schedules

1. Schedule A - Share Structure Details: Detailed breakdown of share classes, rights, and restrictions if too complex for main document

2. Schedule B - Initial Director Information: Detailed information about initial directors including their consent and contact information

3. Schedule C - NUANS Name Search Report: Results of the mandatory corporate name search showing availability of the proposed name

4. Schedule D - Notice of Registered Office: Detailed information about the registered office including mailing address if different from registered address

5. Schedule E - Director's Consent Forms: Signed consent forms from each initial director agreeing to act as a director

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 Industries

Technology

Manufacturing

Retail

Professional Services

Healthcare

Financial Services

Real Estate

Construction

Energy

Transportation

Agriculture

Mining

Entertainment

Education

Non-Profit

Hospitality

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Compliance

Corporate Administration

Business Development

Finance

Board of Directors

Corporate Affairs

Regulatory Affairs

Relevant Roles

CEO

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Legal Officer

Business Development Manager

Startup Founder

Entrepreneur

Corporate Governance Officer

Compliance Officer

Board Director

CFO

Legal Administrator

Corporate Paralegal

Business Operations Manager

Managing Director

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

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