The Memorandum Articles of Incorporation and Articles of Association are crucial documents required when establishing a corporation in Canada. These documents must be filed with either Corporations Canada (for federal incorporation) or the relevant provincial corporate registry, depending on the chosen jurisdiction. They form the constitutional foundation of the corporation, detailing everything from share structure and director requirements to business restrictions and governance rules. The documents must comply with the Canada Business Corporations Act (CBCA) for federal incorporations or the corresponding provincial legislation. They're typically prepared when starting a new business, converting a different business structure to a corporation, or reorganizing an existing corporation. The articles contain both mandatory elements required by law and optional provisions that can be customized to suit specific business needs, making them essential reference documents throughout the corporation's lifetime.
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Key Requirements PROMPT example:
Memorandum Articles Of Incorporation Articles Of Association
"Need Articles of Incorporation and Association for a Canadian technology startup planning to incorporate federally in March 2025, with multiple share classes including preferred shares for venture capital investment and specific provisions for employee stock options."
1. Corporate Name: The approved name of the corporation, including any French or English versions if applicable
2. Registered Office: The province where the registered office is to be situated
3. Classes and Maximum Number of Shares: Details of the corporation's share structure, including rights, privileges, restrictions, and conditions
4. Restrictions on Share Transfers: Any restrictions on the transfer of shares of the corporation
5. Number of Directors: The minimum and maximum number of directors
6. Business Restrictions: Any restrictions on the business the corporation may carry on
7. Other Provisions: Any other provisions permitted by the CBCA that the incorporators wish to include
1. Pre-emptive Rights: Provisions granting existing shareholders the right of first refusal on new share issuances
2. Board Composition Requirements: Specific requirements for board composition, including qualifications and representation rights
3. Special Shareholder Rights: Additional rights or restrictions for specific share classes beyond the basic share structure
4. Corporate Governance Provisions: Specific governance requirements beyond statutory minimums
5. Borrowing Powers: Detailed provisions regarding the corporation's power to borrow and grant security
6. Foreign Ownership Restrictions: Specific restrictions on foreign ownership if required by industry regulations or business choice
1. Schedule A - Share Capital: Detailed description of all share classes, including rights, privileges, conditions, and restrictions
2. Schedule B - Initial Directors: List of first directors, including names, addresses, and any specific roles or responsibilities
3. Schedule C - Transfer Restrictions: Detailed procedures and restrictions for share transfers
4. Schedule D - By-Laws: Initial corporate by-laws governing the operation of the corporation
5. Appendix 1 - Forms of Share Certificates: Templates for share certificates for each class of shares
6. Appendix 2 - Corporate Seal: Design and specifications of the corporate seal if adopted
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Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Energy
Transportation
Mining
Agriculture
Communications
Construction
Education
Entertainment
Relevant Teams
Legal
Corporate Governance
Compliance
Executive Leadership
Board of Directors
Finance
Risk Management
Corporate Affairs
Administrative Services
Business Development
Relevant Roles
Chief Executive Officer
Corporate Secretary
Chief Legal Officer
General Counsel
Corporate Lawyer
Compliance Officer
Board Director
Chief Financial Officer
Corporate Governance Officer
Business Development Manager
Legal Counsel
Company Secretary
Incorporation Specialist
Corporate Administrator
Risk Manager
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