Memorandum Of Association Of Any Company Template for Canada

When incorporating a company in Canada, you need to prepare several foundational documents, with the Memorandum of Association being one of the most critical. This document establishes your corporation's legal identity and sets out the fundamental parameters that will govern its operations throughout its existence.

When do you need this document?

You require a Memorandum of Association whenever you're incorporating a new company in Canada, whether federally under the Canada Business Corporations Act or provincially under your province's business corporations legislation. This document is mandatory for all types of corporations, including private companies, public corporations, and non-profit organizations. You'll also need this document when converting an existing business structure like a partnership or sole proprietorship into a corporation, or when establishing a subsidiary of an existing company. Additionally, if you're a foreign company seeking to establish a Canadian presence through incorporation rather than registration, you'll need to file a memorandum with Canadian authorities.

Key legal considerations

Your memorandum must include specific mandatory elements to ensure legal compliance and avoid incorporation delays. The corporate name clause requires careful consideration as it must comply with federal or provincial naming regulations and cannot conflict with existing registered names. The business objects section should be drafted broadly enough to accommodate future business expansion while remaining specific enough to provide clarity to stakeholders. Share capital provisions must detail the types of shares, voting rights, dividend entitlements, and any restrictions on share transfers. Director provisions need to specify minimum and maximum numbers, with federal incorporations requiring at least 25% of directors to be Canadian residents. The registered office clause establishes your corporation's legal address for service of documents and must be located within the incorporating jurisdiction.

Legal requirements in Canada

Under Canadian law, your Memorandum of Association must be signed by all incorporating shareholders and filed with the appropriate corporate registry. For federal incorporations under the CBCA, you file with Corporations Canada, while provincial incorporations require filing with your provincial corporate registry. The document must be accompanied by the required filing fees, which vary by jurisdiction and corporation type. All incorporators must be of legal age and capable of entering contracts, and at least one incorporator must be a Canadian resident for federal incorporations. The memorandum becomes part of the public record once filed, meaning anyone can access and review its contents. Any future changes to the memorandum's fundamental provisions require shareholder approval and formal amendment procedures as prescribed by the governing corporations act. Your memorandum must also comply with specific formatting requirements and include prescribed language as mandated by the incorporating jurisdiction's regulations.