Please advise if you would like a numbered corporation (for example, 12345678 Canada Inc.) or if you would like your corporation to have a specific corporate. Also, which corporate suffix would you like to have. A corporate suffix is the word at the end of the corporate name that indicates that it is a corporation such as Ltd., Limited, Corporation, Inc., Incorporated, etc.
Every corporation must have a registered office in Canada. Indicate the province or territory in Canada where the corporation’s registered office is to be situated.
You may choose pre-defined text that is commonly used to describe either one or two classes of shares or you may insert your own description. Please choose one of the above:
If Other was selected for your Description of Classes of Shares, please provide your custom Description of Classes of Shares here.
Choose “None” if you do not want any restrictions. If you want all transfers of shares to be approved by the directors and/or shareholders, you may choose pre-defined text that is commonly used to require approval of share transfers. You may also insert your own restrictions. Please indicate all restrictions on share transfers at this time:
If Other was selected for your Description of Classes of Shares, please provide your custom Description of Classes of Shares here.
Every corporation must have at least one director (at least three for a distributing corporation). Indicate the minimum and the maximum number of directors for the corporation. If you want a fixed number of directors, indicate the same number in each box.
If Other was selected for your Minimum and Maximum Number of Directors, please provide your custom Minimum and Maximum Number of Directors.
Putting restrictions on the business a corporation may carry on is not mandatory but if you want to restrict the activities of the corporation, you must do so here. Choose “None” if you do not want any restrictions. If you do want to put restrictions on the business the corporation may carry on, you may insert your own restrictions. Please indicate all restrictions on corporate activities at this time:
If Other was selected for your Restrictions on Business, please provide your custom Restrictions on Business here.
Other provisions refer to any other clauses a corporation may wish to include in its articles. For example, a corporation may wish to include clauses required to satisfy the requirements of other legislation or institutions. Choose “None” if you do not want any other provisions. If you do want to add other provisions, you may choose one or more pre-defined provision(s) and/or you may insert your own provisions. Please indicate all other provisions at this time:
If Other was selected for your Other Provisions, please provide your custom Other Provisions here.
Please include the first, middle and last name of every incorporator. Every corporation must have at least one incorporator. To be an incorporator, an individual must be at least eighteen (18) years of age, not bankrupt, and not incapable. An incorporator can also be a body corporate. Provide the name of each incorporator. By submitting this form, you authorize us to complete the incorporation on your behalf and sign on your behalf any incorporation documents that may require your signature.
You may choose to have the incorporation effective on the date the application is submitted to Corporations Canada or on any future date. The Certificate of Incorporation that you will receive if the articles are approved will show the effective date. It is not possible to have an effective date that is prior to the submission date. Please choose the effective date for incorporation or write ASAP.
This is where you must keep your corporate records and where official documents will be served on the corporation. Choose an address where you will be sure to receive any documents that are sent there since, legally, they will be assumed to have been received by the corporation. This cannot be a PO box. The registered office address, even if it is also a residential address, is corporate information that is public and will be published on the Corporations Canada online database.
Should annual return reminder notices and other general correspondence from Corporations Canada be sent to a different address than the registered Office address? If so, please provide that address. Annual return reminder notices are sent to corporations by Corporations Canada, as a courtesy, to remind each corporation that its Form 22 - Annual Return is due to be filed.
Please include the first, middle and last name of every member of the first Board of Directors and their addresses. Directors must provide either a residential address or an address for service that is not their residential address. An address for service is an address where legal documents must be accepted by the director or someone on the director’s behalf. The names and addresses of directors, even if the address of a director is also a residential address, are corporate information that is public (see Public disclosure of corporate information) and will be published on the Corporations Canada online database. The address of a director must be a residential address or other address for service. An address for service is an address where legal documents must be accepted by the director or someone on their behalf, and where an acknowledgement or delivery receipt can be provided, if required. An address for service can be the residential address of the director or a business address.
Is each director a resident Canadian? If not, please advise which directors are not residents of Canada. A resident Canadian includes a Canadian citizen ordinarily resident in Canada and a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act. For a more detailed definition see subsection 2(1) of the CBCA “resident Canadian”. At least 25% of the directors must be resident Canadians.
Once incorporated, the corporation will be required to file a Form 22 - Annual Return every year. Corporations Canada automatically sends annual return reminder notices by post to the corporation at its registered office address or to a different address if requested. You can choose to have the reminder notices sent by email instead.
It is mandatory for a corporation to register in every province/territory in which it carries on business. Provincial and territorial legislation require a corporation to register in each province/territory where business activity occurs. The fees to extra-provincially/territorially register vary from jurisdiction to jurisdiction because they are established by the respective province/territory. To simplify this process, Newfoundland and Labrador, Nova Scotia and Ontario have established an online partnership with Innovation, Science and Economic Development Canada. This federal/provincial online partnership is designed to save federal corporations time and effort. Since federal and provincial forms require much of the same data, this online service will automatically insert the data that has already been collected.
Will you have a Chief Officer/Manager in Ontario? If so, please provide their name and address.
If Other was selected for your Fiscal Year End, please provide your custom Fiscal Year End here.
We recommend the Corporation have a President, Treasurer, and Secretary. Please provide the name of the President here.
We recommend the Corporation have a President, Treasurer, and Secretary. Please provide the name of the Treasurer here.
We recommend the Corporation have a President, Treasurer, and Secretary. Please provide the name of the Secretary here.
All Corporation must audit their yearly financial statements unless unanimously exempted by the shareholders. If your Corporation is small and there is only one shareholder, it is recommended that the Corporation exempt itself from the requirement to audit its financial statements.
How many shares would you like the corporation to issue and to who? It is recommended that a 100 common shares be issued at a price of $1.00 per share.
For each shareholder holding 25% of more of the Corporation, please provide their: (1) name, (2) date of birth, (3) address and (4) country (or countries) where the person is considered a resident for tax purposes.