1.1 Proposed Corporate Name
Please enter the exact corporate name you are proposing to use, character for character. This is the exact name that will be used for the incorporation.
1.2 Legal Designation or Ending
Every Ontario corporation must have a legal designation. Please select one from the following list.
1.3 NUANS Name Search
Have you had an official NUANS Name Search done for this name? If it is still useable, we will refund you $40. Please send us the report separately by email to Sheldon@tenenbaumsolomon.com
1.4 Business Activities
2.1 Number of Directors
We recommend that you have a range of one to five directors. This means, for example, that you can appoint only one director to begin with and then add other directors later without having to change your Articles of Incorporation. If you wish to have a different number of directors you may choose a fixed number or a range. A majority of the directors must be
2.2 Director Information
Please provide us with the names and home addresses of the directors. By default, we use these as both the incorporating directors and the first directors of the corporations. Although these do not have to be the same people, normally they are. If you wish to have different incorporating and first directors, please advise.
Director 1
Director 2
Director 3
More than 3 Directors: If you have more than three (3) directors, please provide us with the details (names, addresses, etc.) in the space below.
3.1 Officers of the Corporation
Please provide us with the names of the officers of the Corporation. Every Corporation must have at least a President and a Secretary. Not all of the other positions need be filled and one person can serve in more than one position. Also, a person need not be a shareholder or a director to serve as an officer. However, for most small businesses, the officers are usually directors and/or shareholders.
3.2 Other Officers
If your corporation has other officers (such as a Vice-President), please provide us with their names and the office they occupy.
4.1 Share Classes and Voting
A corporation can have different classes or types of shares. Each class must have characteristics that make it different from the other classes and these classes and their characteristics must be set out in the Articles of Incorporation. In our standard incorporation, we provide you with two classes of shares. The first we call Class A shares and they are basically the
Standard Share Structure
Our standard incorporation includes two classes of shares, whose description is set out below: The corporation is authorized to issue:
a) an unlimited number of shares without nominal or par value of a class designated as Class A shares;
b) an unlimited number of shares without nominal or par value of a class designated as Class B shares.
The holders of Class A shares are entitled:
1) to one vote for each Class A share held at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote
2) To receive the remaining property of the Corporation upon dissolution; and
3) subject to the rights and privileges attaching to Class B shares, to receive dividends as and when declared by the board of directors of the Corporation.
The holders of Class B Shares are:
1) entitled to receive and the Corporation shall pay to them, as and when declared by the board of directors of the Corporation, such dividends as the board of directors of the Corporation may from time to time declare on the Class B Shares;
2) entitled, upon the liquidation or winding-up of the corporation, to repayment of the amount paid for such shares (plus any declared and unpaid dividends) in priority to the Class A shares, but are not entitled to any further participation in profits or assets; and
3) not entitled to receive notice of or to vote at any meetings of shareholders, except as provided by law.
Classes of Shares
In general, there are three types of rights associated with shares: the right to vote, the right to receive dividends and the right to receive the remaining property of the corporation upon dissolution. These rights can be divided among different types or classes of shares. Normally, the Articles of Incorporation will provide that an unlimited number of shares can be issued of each class. Classes can be assigned names (eg. common, preference, non-voting) or simply be listed (eg. Class A, Class B, Class C). Where there is only one class of shares, the rights of all shareholders are equal. Where there are more classes of shares, each class may have different rights, privileges, restrictions and conditions. The number of shares of each class is unlimited, unless there is a maximum specified in the Articles. Most small businesses begin needing only one class of shares - often called the common shares. If there is a single proprietor, then the shares will be issued to them. If there is more than one
4.2 Share Transfers
Our standard incorporation includes restrictions to make it clear that the Securities Act does not apply to this corporation. If the Securities Act applies to your corporation, you have considerably more reporting requirements. Thus, we have included a restriction on share transfers so that shares cannot be transferred without the approval of the board of directors or the shareholders. To review our standard clause, If you do wish different restrictions, please indicate the provisions here.
4.3 Shareholders
Please indicate below the shares that you would like to have issued to each shareholder. We normally recommend that the initial value of each share be set at $1.00, keeping in mind that in most cases you should then deposit that total amount into the corporation
Shareholder 1
Shareholder 2
Shareholder 3
More Than Three Shareholders
If you have more than three (3) shareholders, please provide us with the details (names, addresses, etc.) in the space below.
5.1 Fiscal Year End
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What is the Corporation
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6.1 Restrictions on Business Activities
Most incorporations do not include any. If there are to be any restrictions for this corporation, please indicate them here.
7.1 Other Provisions
Other provisions can also be added to the Articles of Incorporation. Our standard incorporation includes clauses to ensure that the Securities Act does not apply. If it did apply, there would be considerably more reporting requirements. We also include standard borrowing powers and a mechanism for filling vacancies on the board of directors. Click here to see our standard clauses. If you wish to add any other provisions to the Articles, please note them here. Securities Act Provisions Our model incorporation uses the following wording
1. The number of shareholders in the Corporation, exclusive of employees and former employees who, while employed by the Corporation were, and following the termination of that employment, continue to be, shareholders of the Corporation, is limited to not more than fifty, two or more persons who are the joint registered holders of one or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited. Borrowing Provisions With respect to borrowing powers, our recommended clauses are: If authorized by by-law which is duly made by the directors and confirmed by ordinary resolution of the shareholders, the directors of the Corporation may from time to time: a) borrow money upon the credit of the Corporation; b) issue, reissue, sell or pledge debt obligations of the Corporation; and c) 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. Directors We recommend the following provision regarding the election of directors between annual meetings: The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual general meeting of shareholders.
8. 1 Registered Office of the Corporation
The registered office of the corporation is where the registers and records of the corporation must be kept. An Ontario incorporation must have its registered office in Ontario. A rural route number may be used but not a post office box number.
