|
|
Incorporation Kit
Policy Statement 3.1
May 25, 2006
Table of Contents
-
Why use this kit?
-
What documents must be filed in order to obtain a certificate of incorporation?
-
What does Corporations Canada do?
-
What happens when an application for incorporation is deficient or incomplete?
-
How to file your Articles of Incorporation and pay the fees?
-
The first step for incorporation: Choosing a name?
-
How to submit an application for a name to the director?
-
Decision of the Director
-
Where to submit a request for approval of a name
-
How to fill out Form 1, Articles of Incorporation
- Item 1, Name of Corporation
- Item 2, Province or Territory of Registered Office
- Item 3, Shares
- Item 4, Restrictions on Share Tranfers
- Item 5, Number of Directors
- Item 6, Restrictions on Business
- Item 7, Other Provision
- Item 8, Incorporators
-
How to fill out Form 2, Information Regarding the Registered Office and the Board of Directors
-
Additional Information And How To Reach Corporations Canada
-
Checklist
This kit is intended only as a guide to users; it does not replace or take precedence over the CBCA.
The purpose of this kit is to help you submit an application to incorporate a business under the CBCA. By ensuring that you provide all the required information with your initial application, you can help Corporations Canada process your incorporation documents swiftly.
In this kit, you will find:
- general information about the role of Corporations Canada;
- information about what information must be provided to Corporations Canada in order to obtain a Certificate of Incorporation;
- information concerning the various ways that an application can be filed;
- information about choosing a name;
- the forms to use for incorporating and suggestions about how to fill out key parts of forms 1 and 2. Note that all the forms can also be obtained on Corporations Canada's website;
- how to reach Corporations Canada.
We suggest that you consult with legal counsel or other professional advisers to consider other features that might be desirable in your corporate structure or to advise you on choosing a name or trade mark for your corporation.
Return to the Table of Contents
An application for a Certificate of Incorporation must include the following documents:
- Form 1, Articles of Incorporation;
- Form 2, Information regarding the Registered Office and the Board of Directors;
- If you requested prior approval of your name: the letter from the Director appointed under the CBCA (Director) approving your name (please enclose a copy of the NUANS® report);
- If you did not request prior approval of your name: a NUANS® report not more than 90 days old as well as information pertinent to the name. If you are requesting a number name, and in certain circumstances, it is not necessary to file a NUANS® report;
- Payment of the $250 filing fee, or $200 if the transaction is completed through the Corporations Canada Online Filing Centre.
There is no requirement that any form of "proof of facts" (such as affidavits) be submitted with Articles of Incorporation. It is the responsibility of the applicant, not the Director, to verify that the contents of the articles meet all requirements of the CBCA.
Return to the Table of Contents
Corporations Canada will check that your articles are complete and in proper form, and that the proposed name is acceptable. If so, the Director will issue a Certificate of Incorporation showing the date of receipt of your articles as the effective date of incorporation. If you prefer, you may request a later incorporation date instead.
A notice setting out your corporation's name and incorporation date and other information will appear on Corporations Canada's website.
Please note that Corporations Canada processes applications for incorporation within established timeframes, based on the method by which documents are submitted. For more information on this point, please consult Corporations Canada's website under the heading "General Information/ Services and Contacts".
Return to the Table of Contents
Applications for incorporation that are deficient or incomplete will be returned to the applicant with a deficiency notice stating the nature of the deficiency.
When deficient or incomplete articles are returned to applicants, the original effective date is forfeited, unless you expressly request the original effective date when you submit your new application. Corporations Canada will retain the fee paid, in anticipation of a further submission of completed articles. The fee will be returned, however, if you advise the Director in writing that you
are withdrawing your application.
Return to the Table of Contents
Online incorporation
You can file the documents needed to incorporate your business on line, at
Corporations
Canada Online Filing Centre. Please refer to the website for the procedures
for incorporation. The fee is $200 payable by credit card (American Express®,
MasterCard® or Visa®).
The certificate of Incorporation will be sent to you by e-mail in PDF format.
By fax
You can also file the Articles of Incorporation and the necessary documents
by fax at 613-941-0999. Please note that the forms may be signed by reproducing
a hand-written signature or in digital format. The $250 fee must be paid by
credit card (American Express®, MasterCard® or Visa®) or deposit
to an account opened with Industry Canada.
The Certificate of Incorporation will be sent to you by fax.
By mail or courier
You can file the necessary documents and pay the $250 fee by sending them to
the following address:
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario K1A 0C8
The $250 fee must be paid by cheque payable to the Receiver General for Canada,
by credit card (American Express®, MasterCard® or Visa®) or by deposit
to an account opened with Industry Canada.
The Certificate of Incorporation will be sent to you by mail or by the delivery method requested.
In person
You may attend in person and file a maximum of 4 applications for incorporation, from Monday to Friday, between 8:30 a.m. and 2:30 p.m., at:
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario K1A 0C8
You must have with you all the necessary documents. The $250 fee must be paid
in cash, by cheque payable to the Receiver General for Canada, by credit card
(American Express®, MasterCard® or Visa®) or by deposit to an account
opened with Industry Canada.
You will be given the Certificate of Incorporation.
Regional offices
If you have received prior approval for your name, or if you are requesting a number name, you can send the necessary documents, with your fee to one of the following regional offices:
Toronto
Corporations Canada
Industry Canada
3rd floor, 151 Yonge Street
Toronto, Ontario M5C 2W7
Telephone: (416) 954-2714
Fax: (416) 973-8714
Montreal
Corporations Canada
Industry Canada
5 Place Ville-Marie
7th floor, Suite 700
Montreal, Quebec H3B 2G2
Telephone: (514) 496-1797
Fax: (514) 283-2247
Vancouver
Corporations Canada
Industry Canada
2000-300 West Georgia Street
Vancouver, B.C. V6B 6E1
Telephone: (604) 666-9875
Fax: (604) 666-4274
The $250 fee must be paid by cheque payable to the Receiver General for Canada,
by credit card (American Express®, MasterCard® or Visa®) or by deposit
to an account opened with Industry Canada.
You will be given the Certificate of Incorporation.
Return to the Table of Contents
The name that you propose must be approved by the Director. The Director will examine your application to verify that it meets the requirements of the CBCA and the Regulations. The name proposed must be distinctive, must not cause confusion with any existing name or trade mark used in Canada, and must not be prohibited or
misleading.
You may request approval of the name
- before filing the Articles of Incorporation
- when you file the Articles of Incorporation
Return to the Table of Contents
Whether you apply for pre-approval or request approval when you file the Articles of Incorporation, you are responsible for providing all of the facts relevant to the name you are proposing, as well as a NUANS® report.
Information relevant to the name proposed
You must submit the information relating to the circumstances
that led to your choosing the name in question to the Director in writing.
You can use the Corporate Name Information Form, or you can submit a letter
to the Director describing your corporation's activities and addressing the following
points:
- What type of business will the proposed corporation conduct? How is this dissimilar to the activities of existing businesses with similar names? Even if your NUANS® report does not turn up names that appear to be similar to yours, the Director still needs this information to ensure that your proposed
name does not suggest government sponsorship or that the proposed corporation will be carrying on the business of a bank or a trust, loan or insurance company, or merely describe, or misdescribe the business of your corporation.
- Where will the proposed corporation carry on its business? You must show that this territory is not the same as that of other businesses with similar names and similar activities.
- With what type of clients will the proposed corporation conduct business (e.g., retailers, computer programmers, general public)? Indicate whether they are different from the types of people with whom existing businesses with similar names, engaging in similar activities and operating in the same territory will do business.
- What is the derivation of the distinctive element(s) of the proposed name? For example, what is the derivation of the word "Amtech" in the name "Amtech Enterprises Inc."? If you have a valid reason for wanting that distinctive element, the Director is less likely to conclude that you may be trying to trade on the goodwill of an existing business with a similar
name.
- Is the proposed corporation related to existing businesses with similar names or trade marks? If so, you need the consent of their owners in writing.
- Does the proposed corporation have a foreign parent with a similar name that carries on business or is known in Canada? If so, you need consent in writing, and you must add (CANADA) or OF CANADA to the proposed name.
- Did you make an earlier reservation of a name similar to another name on the NUANS® report? Your request may be denied if it appears that an earlier reservation for the same name has been made by someone else.
- Are you enclosing the consent in writing of an individual whose name appears in the corporate name (other than an incorporator or director of the proposed corporation)? The consenting individual must also indicate that he or she has or had a material interest in the proposed corporation. A consent so filed should be on the letterhead or bear the corporate seal of
the consenter.
If you are satisfied that your corporate name is not likely to cause confusion, outline in your letter to the Director the arguments on which you have based your conclusion.
NUANS® Report
You must provide a search, that is, a NUANS® report under the federal rules for determining whether the name you are proposing is available. A NUANS® report is a five-page document setting out the business names (3 pages) and trade marks registered in Canada (2 pages)
that sound or look similar to the name you are proposing. The list is drawn from a national data bank of existing and reserved trade names as well as trade marks that have been registered and applied for in Canada.
A NUANS® report may be obtained in two ways:
- A NUANS® report may be requested from a private company known as a search house. You can find a list of these firms on Corporations Canada's website by following the links "Online Filing" and "Corporations Canada Online Filing Centre", or in the Yellow Pages of your telephone directory under incorporating companies, incorporation name search, searchers of
records or trade mark agents - registered. There is a fee for this service.
- A NUANS®
report may be ordered online at the Corporations
Canada Online Filing Centre, from the NUANS®
Real-Time System. The fee is $20 payable by credit card (American Express®,
MasterCard® or Visa®). The system provides direct access to the NUANS®
search service. Applicants should note that a NUANS®
report that is generated may be rejected if the proposed name does not meet
the requirements of the CBCA
name regulations.
When you order a NUANS® report, that report has a life of 90 days from the date it is requested. A search house can advise you whether your proposed name is likely to be accepted by the Director. The final decision, however, always rests with the Director.
NUANS® Report: special cases
Number name
Instead of a name, you may ask the Director to assign your proposed corporation a number. Some incorporators do this when they have to incorporate a corporation urgently and do not have enough time to have a name approved. A number name must be requested when the Articles of Incorporation are submitted and the applicable fee paid. Obviously you do not submit a NUANS® report.
If you subsequently wish to adopt a trade name, you will have to order a NUANS® report, ask the Director to approve the name and pay a $200 fee for filing Articles of Amendment (Form 4) to change the corporation's name.
Bilingual name
If your proposed corporation intends to carry on business in a region or regions where both English and French are spoken, you may wish to consider adopting a bilingual corporate name.
The procedure is the same as for a unilingual name, except that one NUANS® report is required for each name or variation requested. For example, two NUANS® reports must be filed in order to verify that the phonetically dissimilar English and French forms of a name are
both distinctive.
Where the English and French forms are phonetically similar except for a legal element (e.g., Ltd./Ltée), only one NUANS® report will be necessary.
Return to the Table of Contents
If your request for pre-approval is accepted, the name in question will be reserved for you for the life of the search report. If the Director has not made a decision within that 90-day period, you will have to submit a fresh request to reserve a name by ordering another NUANS® report.
If you have requested pre-approval and the Director's decision is favourable,
your Articles of Incorporation will probably be processed promptly when you
file them, provided that all other relevant information is submitted at the
same time. Remember to include the letter approving your name when you submit
your Articles of Incorporation.
If your proposed name is returned to you, you can still submit a written request for the Director to re-examine his decision, having regard to the additional information. However, you will save time and money if you include all relevant information in your initial application.
Return to the Table of Contents
A request for pre-approval may be made online at Corporations
Canada Online Filing Centre. Please refer to the website for the procedures.
As well, you can submit your request for pre-approval by fax, mail or in person. Requests for pre-approval may not be obtained from the regional offices.
Please refer to the item How to file your articles of incorporation and pay the fees on page 2 of this kit for contact information.
No fee is payable for a request for approval of a name.
Return to the Table of Contents
How to fill out Form 1, Articles of Incorporation
Please see the back of Form 1 for complete instructions on how to fill out the Articles of Incorporation.
Return to the Table of Contents
- Write in the proposed name.
If the name has been pre-approved, attach the letter of approval with your Articles of Incorporation. If you are not doing that, or if the name was not examined before you file the Articles of Incorporation, the name will have to be approved when they are filed.
- If you are incorporating under a number name to be assigned by the Director, leave a blank space on the left, write in the word "Canada," and add the legal element of your choice, such as Inc., Ltd., Corp., etc.
Example: ____________ CANADA Inc.
- If you are incorporating under a bilingual name, the English and French forms must be entered here.
Example: CARS ABC Inc., AUTOS ABC Inc.
Return to the Table of Contents
- Enter only the province or territory in Canada where the registered office is to be situated.
Return to the Table of Contents
The CBCA sets out certain requirements for details regarding shares, including the following:
- All shares must be without nominal or par value.
- The CBCA gives incorporators broad discretion to designate a class of shares as common, preferred or Class A or B shares, or any other designation. Some incorporators designate classes of shares simply as Class A, Class B and "other".
- You do not need to place a limit on the number of shares that the corporation is authorized to issue.
- You do not need to specify a maximum aggregate consideration for the issuance of shares.
- Restrictions may be placed on any class of shares.
Where there is more than one class of shares, the rights, privileges, restrictions and conditions attaching to each class must be specified. At least one class of shares is to be voting, there must be a class that carries the right to receive dividends and one class that carries the right to receive the remaining property of the corporation on dissolution. If only one class of shares is
created, that class will carry all those rights.
The Articles of Incorporation may authorize the issuance of certain classes of shares in a series. In that case, the Articles may also fix the number of shares in a class and determine the rights attaching to them, unless, before the shares in a series are issued at a later date, the Director prepares amending clauses specifying the number, rights, privileges and restrictions attaching to the
series before it is issued and files those clauses with the Director.
The following sample clauses are often used by incorporators and are acceptable to the Director to cover some very basic kinds of shares. The corporation may choose to issue one class of shares only. If two or more classes of shares are issued, you must specify the rights, privileges, restrictions and conditions attaching to each class.
You may vary the composition and complexity of share structures for particular situations in countless ways. The clauses given here are only examples of the most common kinds of share structures used by many incorporators; and they are by no means mandatory or exhaustive. You may wish to seek legal advice if you want to use other clauses to be sure that they are permitted
under the CBCA.
Examples:
- For a single class of shares:
"The corporation is authorized to issue an unlimited number of shares of one class."
or
"Unlimited number of shares in a single class."
- For two or more classes of shares:
"The corporation is authorized to issue an unlimited number of Class A and Class B shares. The Class A shareholders shall be entitled to vote at all shareholder meetings, except meetings at which only holders of a specified class of share entitle their holders to vote and to receive such dividend as the board of directors in their discretion shall declare. Subject to the provisions of
the Canada Business Corporations Act, the Class B shares shall be non-voting. Upon liquidation or dissolution, the holders of Class A and Class B shares shall share equally the remaining property of the corporation."
or
"The corporation is authorized to issue Class A and Class B shares with the following rights, privileges, restrictions and conditions:
- Class A shares, without nominal or par value, the holders of which are entitled:
- to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; and
- to receive the remaining property of the corporation upon dissolution.
- Class B shares, without nominal or par value, the holders of which are entitled:
- to a dividend as fixed by the board of directors;
- upon the dissolution or liquidation of the corporation, to repayment of the amount paid for such share (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not confer a right to any further participation in profits or assets.
- The holders of Class B shares shall be entitled to vote at all meetings of shareholders."
or
"The holders of Class B shares shall not, subject to the provisions of the Canada Business Corporations Act, be entitled to vote at any meetings of shareholders."
- For shares in a series:
"The directors may authorize the issue of one or more series within each class of shares, and may fix the number of shares in each series, and determine the rights, privileges, restrictions and conditions attaching to the shares of each series subject to the limits provided in the articles." (As noted earlier, you may create a series of shares immediately in the Articles, rather than
waiting until later.)
- Share redemption:
If a fixed price is not stated, a redemption formula that can be determined in dollars must be used.
"The said Class X shares or any part thereof shall be redeemable at the option of the corporation without the consent of the holders thereof (at a price of $__ per share) or (at a price equal to the amount paid per share) plus any declared and unpaid dividend."
Return to the Table of Contents
Constrained Share Transfers
- Restrictions, if any, on the transfer of shares are normally limited to
the consent of the directors and/or shareholders. Exceptions may occur in
special cases when the incorporators establish a constrained share corporation,
as described in Part IX (Constrained Share Corporations) of the CBCA
Regulations.
Example:
"No shares of the capital of the corporation shall be transferred without
either (a) the sanction of a majority of the directors of the corporation
or alternatively (b) the sanction of the majority of the shareholders of the
Corporation."
or
"No shares of the corporation shall be transferred without the approval of
the directors evidenced by resolution of the board, provided that the approval
of any transfer of shares may be given as aforesaid after the said transfer
has been effected upon the records of the corporation, in which event, unless
the said resolution stipulates otherwise, the said transfer shall be valid
and take effect as from the date of its entry upon the books of the corporation."
Non-distributing Corporations
- You may wish to further restrict the transfer of shares or securities to
prevent the corporation from becoming a "reporting issuer" under
provincial securities legislation and not be designated as a "distributing
corporation" under the Act. A corporation is a "distributing corporation"
under the definition in subsection 2(1) of the Regulations if the corporation:
- is a reporting issuer within the meaning of any applicable securities
legislation, unless it is subject to an exemption from that legislation;
- has filed a prospectus or similar document in relation to the public
distribution of its shares;
- has securities that are listed and posted for trading on a stock exchange
in or outside Canada;
- is a distributing corporation that is involved in or results from a statutory
procedure, such as an amalgamation or reorganization.
Under subsections 2(6) and 2(7) of the CBCA,
the Director may determine that a corporation is not or was not a distributing
corporation if the Director is satisfied that the determination would not
be prejudicial to the public interest.
- In order to avoid being a reporting issuer under provincial securities legislation,
and consequently a "distributing corporation", National Instrument
45-106 requires that:
- The corporation's securities be subject to restrictions on transfer that
are contained in the issuer's constating document or security holders' agreements
; and
- The corporation's securities, excluding non-convertible debt securities,
must be beneficially owned, directly or indirectly, by not more than 50
persons, not including employees and former employees of the issuer or its
affiliates, provided that each person is counted as one beneficial owner
unless the person is created or used solely to purchase or hold securities
of the issuer in which case each beneficial owner or each beneficiary of
the person, as the case may be, must be counted as a separate beneficial
owner; and
- The corporation's securities be distributed only to persons described
in securities legislation or regulations.
- To comply with the first requirement, you should make a statement that restricts
the transfer of the corporations's shares at Item 4 - Restriction on shares transfers
AND a statement that restricts the transfer of the corporation's securities
at Item 7 - Other provisions:
Example:
Item 4 - Restrictions on share transfers
"No shares of the capital of the corporation shall be transferred
without either (a) the sanction of a majority of the directors of the corporation
or alternatively (b) the sanction of the majority of the shareholders of
the Corporation."
Item 7 - Other provisions
"The corporation's securities, other than non-convertible debt securities,
shall not be transferred without either (a) the sanction of a majority of
the directors of the corporation, or (b) the sanction of the majority of
the shareholders of the Corporation, or alternatively (c), if applicable,
the restriction contained in security holders' agreements."
There are other exemptions in provincial securities legislation that prevent
a corporation from becoming a "reporting issuer", and consequently
being designated as "distributing corporation" under the CBCA.
You may want to consult with legal counsel or other professional advisers
to consider the impact of securities legislation on your corporation.
Return to the Table
of Contents
- You may specify a minimum and maximum number or a fixed number of directors. However, to permit cumulative voting, the number of directors must be fixed. Moreover, if the corporation is a "distributing" corporation, there must be at least three directors.
Example:
"A minimum of 1 and a maximum of 7."
or
"Five directors."
Return to the Table of Contents
- A CBCA corporation has all the rights of a natural person, and normally one would not wish to limit this power.
Example:
If there are to be no restrictions, simply state "NONE."
- If, however, there are reasons why you wish to restrict the business of the corporation, the following preamble is suggested:
"The business of the corporation shall be limited to the following: ..."
It should be noted that section 3 of the CBCA itself prohibits CBCA corporations from carrying on the business of a bank or an insurance or trust and loan company, or carry on business as a degree-granting institution.
Return to the Table of Contents
The CBCA allows you to include a number of additional provisions in the Articles of Incorporation. As well, incorporators occasionally include clauses to satisfy requirements of other legislation or institutions.
The following list illustrates the kinds of wording generally adopted for the most frequently occurring features. The suggested clauses are merely examples of those most commonly used; the listing is not definitive, nor is the wording mandatory. You may wish to seek legal advice if you want to use other clauses to be sure that they are permitted under the CBCA.
- You may want a provision that restricts the transfer of the corporation's
securities in order to comply with certain requirements of provincial securities
legislation (National Instrument 45-106). See information provided at Item
4, Restrictions on Share Transfers.
- Directors' borrowing power:
A provision regarding directors' borrowing powers and the delegation of those
powers is sometimes used to limit the authority of directors and/or to satisfy
lending institutions:
Example:
"If authorized by a by-law which is duly adopted by the directors and confirmed
by ordinary resolution, the directors of the corporation may from time to
time:
- borrow money on the credit of the corporation;
- issue, reissue, sell or pledge debt obligations of the corporation;
and
- mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the corporation, owned or subsequently acquired,
to secure any debt obligation of the corporation.
Any such by-law may provide for the delegation of such powers by the directors
to such officers or directors of the corporation to such extent and in such
manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the corporation
on bills of exchange or promissory notes made, drawn, accepted or endorsed
by or on behalf of the corporation."
- Cumulative voting by directors:
This clause is allowed only if the number of directors is a fixed number:
Example:
"There shall be cumulative voting for directors."
- Increase the majority vote by shareholders:
Example:
"In order to effect any (ordinary and/or special) resolution*
passed at a meeting of shareholders,**
a majority of not less than ____ per cent of the votes cast by the shareholders
who voted in respect of that resolution shall be required."
- Specify the foreign form of your corporate name for use
outside Canada:
Example:
"It is hereby provided that the corporation may use and may be equally designated
by the following form outside Canada: ... ."
(Note: do not use item 7 to state the English or French
form of the corporate name, for use inside Canada; use item
1.)
- Specify voting rights on fractional shares:
Example:
"A holder of a fractional share shall be entitled to exercise voting rights
and to receive dividends in respect of said fractional share."
- Specify that some shareholders have a pre-emptive right:
Example:
"It is hereby provided that no shares of a class of shares shall be issued
unless the shares have first been offered to the shareholders holding shares
of that class, and those shareholders have a pre-emptive right to acquire
the offered shares in proportion to their holdings of the shares of that class,
at such price and on such terms as those shares are to be offered to others."
- Under the CBCA,
directors are not required to own shares of the corporation. However, where
incorporators do wish to provide for directors to own shares, the following
wording is normally used:
Example:
"No person otherwise qualified shall be elected or appointed as a director
unless such person beneficially owns at least one share issued by the corporation."
- You may prescribe how shareholders will fill a vacancy on the board
of directors:
Example:
"Any vacancy on the board of directors shall be filled by a vote of the shareholders."
- You may specify a quorum of directors:
Example:
"The quorum for any meeting of the board of directors shall be _________________."
- You may provide for trust deeds for purposes of the Quebec Special Corporate
Powers Act, if the corporation intends to carry on business in the Province
of Quebec:
Example:
"The corporation, through its directors, may, as it deems expedient and notwithstanding
the provisions of the Civil Code, hypothecate, mortgage or pledge
any real or personal property, currently owned or subsequently acquired, of
the corporation, to secure the payment of such debentures and other securities,
or to provide only a part of these guarantees for the said purposes; and it
may constitute the aforesaid hypothec, mortgage or pledge by trust deed, pursuant
to sections 23 and 24 of the Quebec Special Corporate Powers Act
(R.S.Q. 1964, c. 275), or in any other manner.
The corporation may also hypothecate or mortgage the real property, or pledge
or otherwise charge in any manner the personal property of the corporation,
or provide these various kinds of guarantees, to secure the payment of loans
made otherwise than by the issue of debentures, as well as the payment or
performance of other debts, contracts and undertakings of the corporation."
Return to the Table of Contents
The Articles of Incorporation must be signed by the incorporators. In the case of a corporate person, the Articles must be signed by an authorized officer.
An authorized officer is a person appointed by the directors. The appointment is subject to the Articles, the by-laws, or any unanimous shareholder agreement. The officer may be the chair of the board of directors, the president of the corporation, a vice-president, the secretary, treasurer or comptroller, legal counsel, general manager, a managing director or any other person who performs
functions for a corporation similar to those normally performed by a person who holds one of those positions.
Form 1, which is filed with the Director through Corporations Canada's Online Filing Centre or sent by fax, need not necessarily contain the original signatures of the incorporator(s). However, signed copies of the original documents must be retained in the records of the corporation.
Return to the Table of Contents
Please refer to the form to get complete instructions.
Indicate at item 1, the name of the corporation as indicated in the Articles
of Incorporation (Form 1).
Indicate at item 2 the registered office address. It must be a complete civic
address within the province or territory specified in the Articles of Incorporation
(Form 1). Please indicate at item 3 the mailing address if it is different from
the address of the registered office.
Indicate at item 4 the name and family name of all directors. The number of directors
must correspond with the number indicated in Item 5 of the Articles of Incorporation
(Form 1). You must indicate the residential address (a post office or a business
address will not be accepted) of each director and indicate if he/she is Canadian
resident.
Note that at least 25 per cent of the directors must be Canadian residents. However, some restrictions apply:
- If the corporation has fewer than four directors, at least one of them must
be a resident Canadian.
- If the corporation is required by a federal Act or regulations to meet specific
requirements respecting Canadian participation or control (e.g., corporations
carrying on air transportation or telecommunications businesses), a majority
(50% + 1) of its directors must be resident Canadians.
- If the corporation is carrying on one of the following businesses, a majority
(50% + 1) of its directors must be resident Canadians:
- uranium mining
- book publishing or distribution
- bookselling, where the sale of books is the primary part of the corporation's
business
- film or video distribution
- However, if a parent corporation belonging to one of those categories (i.e.,
carrying on a business referred to above, or that must meet requirements respecting
Canadian participation or control under a federal Act or regulations) and
its subsidiaries earn less than five per cent of their gross revenue in Canada,
only one third of the corporation's directors need be resident Canadians.
Form 2 must be signed by one of the incorporators.
Return to the Table of Contents
For additional information on Corporations Canada's products and services, please visit Corporations Canada's website or call 1-866-333-5556.
You can also contact Corporations Canada at:
Client Services
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
Ottawa, Ontario K1A 0C8
Fax: 613-941-0601
Corporations Canada's website
Return to the Table of Contents
To speed up the processing of your application, please submit a complete application
form:
Documents Required |
Completed |
Articles of Incorporation (Form 1), completed and signed by all incorporators |
|
Name
Letter from the Director approving your name if you requested pre-approval
or
Request for approval of name and NUANS® report |
|
Information Regarding the Registered Office and the Board of Directors (Form 2) |
|
$250 fee ($200 if using Corporations Canada's
Electronic Filing Centre) |
|
Return to the Table of Contents
* The CBCA specifies a simple majority for an ordinary resolution
and two-thirds majority for a special resolution. Therefore, any figure set
out in the articles must be greater than these statutory majorities. Return
to *
** Other than a resolution to remove a
director (see subsection 6(4) of the CBCA).
Return to **
Return to the Table of Contents
|