Introduction

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The information contained in this guide is current as of May 2004. Please note that some of the information, however, such as fees or addresses, is subject to change without notice.

Contacts | Preface

This publication can be made available in alternative formats upon request. Contact the Information Distribution Centre at the numbers listed below.

For a print copy of this publication, please contact:

Information Distribution Centre
Communications and Marketing Branch
Industry Canada
Room 268D, West Tower
235 Queen Street
Ottawa ON  K1A 0H5
Tel.: (613) 947-7466
Fax: (613) 954-6436
E-mail: publications@ic.gc.ca

For information about the incorporation process, please contact:

Client Services Unit
Corporations Canada
Industry Canada
9th Floor, Jean Edmonds Towers South
365 Laurier Avenue West
Ottawa ON  K1A 0C8
Tel.: (613) 941-9042 (Ottawa region)
Fax: (613) 941-0601
Toll-free: 1-866-333-5556

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0-662-37195-X

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The purpose of this guide is to give the reader a general overview of federal corporate law under the Canada Business Corporations Act (CBCA). It provides the basic knowledge and tools that business owners and operators need to incorporate and operate a small or medium-sized private company under the federal corporate law.

The guide provides useful hints to help you meet CBCA requirements for federal incorporation and provides instructions on how to incorporate on-line. It assumes that you are past the initial business concept stage and that you have made or are in the process of making a decision to incorporate.

The guide focusses on general incorporation issues for small businesses under the CBCA . (Note that banking, insurance, and loan and trust companies, as well as non-profit corporations, are incorporated under different statutes in Canada.) Much of the discussion in this guide applies only to companies with fewer than 15 shareholders, since most small businesses, at least at the beginning, have fewer than 15 shareholders anyway. It does not describe matters relating only to publicly held corporations or only to situation-specific provisions such as takeover bids or management proxy solicitations. Instead, the focus here is — and stays — on the information you need to incorporate and run your small business under federal jurisdiction.

While this guide is aimed at the small, one-owner corporation, some information that a corporation with several shareholders/directors will want to consider is included. As you review the material, you may find that some sections contain more information than you feel you need at the start. We suggest you hold onto the guide; as your business develops, you may want to refer to these sections at a later time.

The answers to frequently asked questions and a glossary of terms are included for your reference. The appendixes contain samples of forms you may wish to consult before submitting your articles of incorporation under the CBCA ; you may adapt the wording contained in them for your own circumstances. There are also samples of minutes of typical annual general meetings, resolutions, by-laws and annual returns.

Instructions on how to contact our corporate specialists, as well as other federal government resources for small and medium-sized enterprises (SMEs), are included in the Contacts section. In addition, Corporations Canada has prepared information kits with instructions on how to incorporate your company and maintain or change its status under the CBCA . A list of titles and where to obtain them is included in the Contacts section.

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