The Articles of Incorporation are a legal document filed with a provincial or territorial government, or the federal government, which sets out a corporation’s purpose and regulations. This is one of the documents necessary to the incorporation process.
What Information Is Typically Contained in Articles of Incorporation?
The full legal name of the corporation (from the name search report).
The full address of the registered office of the corporation (cannot be a PO box).
The number of directors (can be fixed or a minimum and a maximum).
The full names and addresses of each of the founding directors. (For a federal or Ontario provincial incorporation at least 25% of the directors must be resident Canadians, or if less than four directors at least one must be a resident Canadian.)
Restrictions on the business activities of the corporation or powers that the corporation may exercise. For example, “The business of the corporation shall be limited to the sales and service of motor vehicles”.
The classes of shares and the maximum number of each class of share that can be issued. Shares are typically given descriptions such as Common, Class A, Class B, Preferred, or other such designations.
The rights, privileges, and restrictions of each class of shares. For example, a class of shares may be described as “Non-Voting”, meaning that owners of the shares cannot participate in activities such as the election of directors. Shares may also have a designated fraction of voting rights, for example 1/10th of a vote per share. Preferred shareholders normally enjoy a preferential right to dividends and return on capital in the case of dissolution of the corporation (greater than holders of common shares but less than bondholders).
Restrictions (if any) on the issue, transfer, or ownership of shares.
Provisions or restrictions on the borrowing powers of the directors. For example, “The Board of Directors is authorized to borrow money or mortgage property as security for any debt or liability of the Company”.
Additional articles as required, such as proxy voting requirements, majority voting rules, etc.
Full names and signatures of the incorporators.
Federal incorporation allows your company to operate anywhere in Canada and can give you more recognition if you intend to do business internationally. It will also provide national protection for your business name. (More on the difference between federal and provincial incorporation.)
To federally incorporate your business, this form is available from Corporations Canada by automatic fax, Internet, mail, or online. Corporations Canada is the branch of Industry Canada that administers the CBCA (Canada Business Corporations Act), and the office with which all filings, such as articles of incorporation, are made; there are offices in Vancouver, Ottawa, Montreal, and Toronto.
If you are provincially incorporating your business, you’ll need to contact the appropriate Provincial Registrar. Some of these have websites, and you’ll be able to download this form and others that you need. There are links to many of the provincial registries in my Incorporation section.
This page of the Corporations Canada site shows a Sample Articles of Incorporation for a company with one class of shares.
Changing the Articles of Incorporation
To add to or modify the Articles of Incorporation for a federally-incorporated company you must file a copy of Form 4 – Articles of Amendment with Corporations Canada.
If the amendment involves a name change you must include a completed name search. If you are changing the registered address of the company you must include a copy of Form 3 – Change of Registered Office Address. If there are changes to the Directors you must include a copy of Form 6 – Changes Regarding Directors.
For a provincially-incorporated company you must file the appropriate amendment forms for the province. For example, in Ontario you file an Articles of Amendment Form 3 Business Corporations Act with Service Ontario.