The Memorandum and Articles of Association of General Trading Company is a fundamental corporate document required when establishing a trading company in Canada. This document serves as the company's constitution and is essential for incorporation under either federal or provincial law. It's typically prepared when forming a new company or restructuring an existing one, providing the legal foundation for the company's operations, governance, and relationships with stakeholders. The document must comply with the Canada Business Corporations Act or relevant provincial legislation and includes crucial information about share capital, corporate governance, director powers, shareholder rights, and business objectives. It's particularly important for trading companies as it defines their scope of operations and trading capabilities while establishing the framework for corporate decision-making and accountability.
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1. Company Name and Details: Specifies the company's proposed name, registered office address, and type of company
2. Objects Clause: Defines the primary and ancillary business objectives of the company
3. Liability Clause: States that the liability of members is limited by shares
4. Capital Clause: Details the authorized share capital, types of shares, and their nominal value
5. Share Rights and Restrictions: Specifies the rights attached to different classes of shares, including voting, dividend, and capital rights
6. Directors and Management: Outlines the appointment, removal, and powers of directors, and management structure
7. Meetings: Rules regarding shareholder meetings, board meetings, voting procedures, and quorum requirements
8. Share Transfers: Procedures and restrictions for transferring shares
9. Corporate Finance: Provisions relating to dividends, reserves, and accounts
10. General Provisions: Miscellaneous provisions including company seals, notices, and indemnification
1. Pre-emptive Rights: Include when shareholders should have first right to purchase new shares (recommended for private companies)
2. Tag-Along Rights: Include when minority shareholders should have the right to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in the sale of shares
4. Share Buy-Back Provisions: Include when the company wants the right to repurchase shares under specific circumstances
5. Dispute Resolution: Include when specific dispute resolution mechanisms are desired beyond standard legal proceedings
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocations
2. Schedule B - Initial Directors and Officers: List of first directors and officers with their details and positions
3. Schedule C - Form of Share Certificate: Template for share certificates to be issued by the company
4. Schedule D - Shareholder Resolution Templates: Standard forms for ordinary and special resolutions
5. Schedule E - Corporate Governance Guidelines: Detailed procedures for corporate governance and compliance
6. Appendix 1 - Initial Subscribers: Details of the initial subscribers to the memorandum and their share subscriptions
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