What are the "Articles of Incorporation" of a Canadian corporation?

The Articles of Incorporation is a legal document, filed with the federal or provincial government in Canada that sets out a corporation's purpose and regulations. It is one of the documents that provide the legal structure of your corporation.

Section 4 of the Ontario Business Corporations Act; and Section 5 of the Canada Business Corporations Act deals with the Articles of Incorporation. A corporation may be incorporated by one or more individuals or some other legal entity like another corporation (or another legal entity) by appropriately filling out and signing the Articles of Incorporation. The Articles of Incorporation are sent to the "Director", i.e. the relevant ministry in either the Federal government or a Provincial government, which then endorses a certificate of incorporation. The certificate of incorporation is conclusive proof that the corporation has been incorporated on the date set out in the certificate.

The following pieces of information are required in the Articles of Incorporation:

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• The name of the corporation.
• The address of the registered office of the corporation.
• The number of directors.
• The first director, their contact information and whether or not they are Canadian residents.
• Whether there are any restrictions on the business that the corporation will carry on and the powers it can  exercise.
• The maximum number of shares and the classes of shares that the corporation is authorised to issue.
• Rights, privileges, restrictions and conditions attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series.
• The restriction on the issue, transfer, ownership of shares.
• Name and addresses of the incorporators.
• Signatures of the incorporators

It is very important to note that all information should be filed correctly. If the Directors' names are incorrectly specified, it will have to be amended, a process which is time-consuming. If the share provisions (maximum number, share class, rights of each class) are not properly set out, there may be issues with organising your company.

If you are incorporating your business federally, the Form 1 is available online here.

If you are incorporating provincially, links for Form 1 for each of the provinces are available online. For example, if you are incorporating in Ontario, the Form 1 is available here at Service Ontario. 

Here are the links to some of the other provinces: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Northwest Territories.