articles of incorporation canada sample

31. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share; (ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of; (iii) The transferee shall thereupon be registered as the holder of the share; and. 2. 51. The Board of Directors, officers, employees and agents of the Corporation will not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the individual or the breach by the individual of any provisions of this Agreement. The Board of Directors and officers of the Corporation will not be personally liable to the Corporation or its shareholders for any mistake or error in judgment or for any act or omission believed in good faith to be within the scope of authority conferred or implied by the Articles of Incorporation or by the Corporation. LawDepot® is not a law firm and cannot provide legal advice. 21. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. 20. (ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. and any official papers concerning legal actions related to the business. Ontario Business Central (OBC) has been assisting those who wish to federally incorporate for over 25 years. You should consult an independent lawyer for advice regarding your individual situation. per annum or at such lower rate, if any, as the Board may determine.. (ii) The Board shall be at liberty to waive payment of any such interest wholly or in part. borrow money on the credit of the corporation; issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and. 32. Download a free sample of AOA to incorporate your company that covers scope and rules governing your company’s internal affairs and management. We have been in business since 1992, helping individuals just like yourself set up their businesses. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof. It is well worth your time to do a little research regarding whether some other company is using the same or a similar name. SEARCHES FOR ONTARIO SMALL BUSINESS (not incorporated), Disclaimer: Communications between you and Ontario Business Central Inc. are protected by our strict, Not For Profit Incorporation/Charitable Incorporation/Association Incorporation -, Extra Provincial Licence (existing corp outside of Canada) -, Annual Return Filing (Federal Corporations Only) -, Profile Report (owners, business address, etc.) Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company. You are reading this message because your browser either does not support JavaScript or has it disabled. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. The shareholders of the Corporation have the preemptive right to purchase any new issue of stock in proportion to their current equity percentage. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. 26. (ii)  upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. (iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. If there is only one class of members, the example below can be set out in the articles so that the corporation is authorized to establish one class of members. The articles must detail the name of the corporation, the number of shares the corporation is authorized to issue, the address of the initial registered office and registered agent, and the name and address of each incorporator. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional. We also offer RUSH services with a federal incorporation. 27. The NFP Act allows directors to borrow and grant security on property without the authorization of members (see section 28 of the NFP Act). Within 12 months of the by-laws being confirmed by the members, the corporation must send a copy to Corporations Canada. Board Resolution MOA MOA & AOA: Key Differences, ______________________ Private Limited A Company Limited by Shares (Incorporated under the Companies Act 2013). 8. 23. LawDepot® is not a law firm and cannot provide legal advice. (ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares. I, the undersigned, for the purpose of forming a corporation under the Alabama Business Corporation Act, do make, file and record this document, and do certify that the facts stated in this document are true, and I have accordingly set my hand to this document this _____________day of _______________, A.D. 20______. Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. a) one certificate for all his shares without payment of any charges; or b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first. A director shall not be prohibited from receiving compensation for services provided to the corporation in another capacity.". iii) prohibits any invitation to the public to subscribe for any securities of the company; 1. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit. ©2002-2020 LawDepot® (Sequiter Inc.). This can be done by searching the Secretary of State office website for your state, and also google searches can be helpful. It will be stored in personal information bank number IC/PPU-049. If there are no restrictions required, indicate "none" or leave this item blank. (iii) A call may be revoked or postponed at the discretion of the Board. The Corporation is authorized to issue a single class of shares. any starting provisions governing the management of the corporation. 30. Your corporation can set out a different majority in its articles, which must be greater than the statutory majorities. Hence, it is truly necessary for you to have this document at hand so that you can have a charter for your corporation to be established and recognizedCorporations can be formed and established if the business will operate in the particular state or location where it filed its articles of incorporation. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. 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.". If your corporation intends to become a registered charity, visit Charities and giving (Canada Revenue Agency) to ensure that this statement meets the requirements to qualify for registration as a charity. Please enable JavaScript and Cookies in order to use this site. The registered agent must be available during regular business hours, certain industries, depending on your state laws. endobj when you are incorporating a business. (ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. When your corporation stops operating, you will need to dissolve it. Toll-Free: 1-877-306-9458 25. 44. Your use of this site is subject to our Terms of Use. 85. On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.

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