Articles of Incorporation are legal documents filed with the federal, provincial, or territorial government to track the creation of a new corporation. Corporate articles provide key public information about the corporation, such as the registered office and the identity of the initial directors. Articles of Incorporation also note the type and number of initial shares the corporation will issue.

Incorporation articles are fundamental corporate charter documents during a corporation's formation. These articles record key details about the company, like its corporate name, share classes, and structure.

Yes, Canadian companies need Articles of Incorporation. You can’t register a new corporation without drafting and filing Articles of Incorporation with the government.

Each government in Canada has its own Business Corporations Act, which regulates corporations in that jurisdiction. Most provincial acts are modeled on the federal Canada Business Corporations Act, though the British Columbia Business Corporations Act is quite different. Some of the pieces of legislation are as follows:

• Canada Business Corporations Act
• Alberta Business Corporations Act
• Manitoba Corporations Act
• Newfoundland and Labrador Corporations Act
• Northwest Territories Business Corporations Act
• Nunavut Business Corporations Act
• Ontario Business Corporations Act
• Prince Edward Island Companies Act
• Saskatchewan Business Corporations Act
• Yukon Business Corporations Act

Corporations Canada reviews the articles and attaches them to the Certificate of Incorporation if a company incorporates federally. For provincial or territorial incorporations, the government of that jurisdiction will approve the articles during the incorporation process. In each case, the key details of the corporation will be searchable by the public on the corresponding corporate register.

LawDepot’s Articles of Incorporation work for jurisdictions that offer direct upload of documents for electronic filing or as a reference for proper record keeping. Our customizable template is available for federal, provincial, or territorial jurisdictions except Quebec, New Brunswick, and Nova Scotia due to specific legal requirements.

Articles of Incorporation are official records of incorporation documenting the creation of a corporation with a unique legal identity.

Creating articles allows a company to outline details like:

Corporate bylaws

Articles of Incorporation state who can decide to change the company’s corporate bylaws, including information on adopting, amending, or cancelling them. If the articles don’t specify who has the power to make these changes, the shareholders will have the final say. Alternatively, incorporators may choose to also allow directors to amend the bylaws.

LawDepot also offers a Corporate Bylaws product. For our British Columbia customers, we offer Company Articles instead, designed to be compatible with that province’s different legislation.

Liability and indemnity

Articles of Incorporation can include a statement indemnifying officers, directors, employees, and agents. This means that if the person was not negligent and did not operate with misconduct, the corporation protects them from legal action they might incur during their everyday corporate duties.

Additionally, it’s optional to add a statement limiting the liability of directors. Directors are in charge of most day-to-day corporate decision-making and must operate with the company’s best interests in mind. So, if a director operates with good intentions, a limitation of liability clause means they’re not liable to the corporation or its shareholders for actions made in good faith. Directors are still liable for any actions involving fraud or wrongdoing.

Share classes and dividends

Creating Articles of Incorporation involves documenting the attributes of a corporation's share classes. Corporations that issue more than one class of shares allow for more investment without diluting voting strength. If corporations issue more types of shares, they can set the voting rights of the additional classes, such as limited or no voting rights, thus maintaining the voting strength of the Class A shareholders who are running the company.

Company founders have several different share class options to choose from when creating their corporation. Each one is different, with distinct abilities and powers:

Class B and C Shares can also be designated either redeemable or non-redeemable. Redeemable shares are also called preference shares. Redeemable shares can be repurchased by a corporation and are paid out first, ahead of the Class A shares, if a corporation dissolves. If a corporation has run out of money, nothing may be left for the Class A Shareholders after the first creditors and preference shares have been paid out. However, a corporation cannot buy non-redeemable shares back.

Different share classes have set options for redeemability, for example:

Dividends are payments a corporation makes to its shareholders from its profits. Dividends can be either cumulative or non-cumulative.

Cumulative dividends are fixed annual payments made to some share classes. If a dividend is not declared on those shares in a given year, that amount will remain due and owing to those shareholders when the corporation does declare a dividend in a future year. Non-cumulative dividends, like Class A ordinary voting shares, are only payable when a corporation declares a dividend. Dividends are most commonly non-cumulative.

Other provisions

Further provisions of the Articles of Incorporation include whether cumulative voting for directors is allowed for the corporation. Cumulative voting increases the chances of minority shareholders influencing which directors are elected at the annual meeting. For example, instead of placing their votes across multiple candidates in an election, if a minority shareholder has ten votes for multiple director candidates, they can use all ten on one specific candidate they would like to elect. This allows them greater voting strength for their chosen candidate instead of splitting up their votes.

Corporations can grant preemptive rights to shareholders and note it in the incorporation articles. Preemptive rights allow a corporation’s current shareholders to purchase new shares before the new series of shares is offered to anyone else. These shareholders can then buy new shares up to the amount which will maintain their current percentage shareholding, thus keeping the same amount of voting power.

Finally, Articles of Incorporation also include information on whether director approval is needed to transfer shares. It’s optional to include terms that state the corporation’s shareholders may not sell their shares without the approval of most directors. The Canada Business Corporations Act and provincial and territorial laws require that any restriction on share transfers be noted in the Articles of Incorporation.

LawDepot’s template guides you through every stage of making your Articles of Incorporation to ensure you create a complete and legal corporate document.

To make your articles, follow these easy steps:

1. Include corporate information

Select your jurisdiction of incorporation, which will either be federal, the province, or the territory in which the corporation is forming.

Include the corporate name and the purpose of your corporation, such as any lawful business. Alternatively, you can set your restrictions to limit the activities the corporation can be involved in. It’s also important to include the address of the registered office, and if it’s the main business address.

LawDepot’s Articles of Incorporation are unavailable for British Columbia, New Brunswick, Nova Scotia, or Quebec.

2. Name the incorporators and other personnel

Include the incorporator type, such as an individual or a corporation. This is who will prepare and submit the Articles of Incorporation to form the corporation. Then, add the name of the individual, the company, and their address.

Write down the legal name of the authorized representative who will submit the incorporation articles and respond to any inquiries from the relevant government. Also include their contact information and relationship to the organization, such as registered agent or incorporator.

The next role you’ll need to note is the initial directors of the corporation. One or more people can have this role, and you must include their names, addresses, and whether they’re Canadian residents. This will be publicly searchable information on the corresponding corporate register.

3. Specify the corporate share structure and classes

Choose the total number of shares from all classes your corporation may issue, also known as the aggregate number of shares. A corporation does not need to issue every authorized share.

Some corporations authorize more shares than they intend to give out. This allows the corporation to issue more shares later if needed without having to amend its incorporation articles.

Decide on how many share classes your corporation will have and their redeemability. This can be:

• One class of ordinary voting shares
• One ordinary class and one additional class
• One ordinary class and two additional classes

Most corporations only need Class A with ordinary voting rights. However, with LawDepot’s easy-to-use template, you can choose up to three classes of shares for your corporation.

Shareholders can also vote on corporate decisions affecting their share types' preferences, limitations, and relative rights.

Then, specify the type of dividends each share class will have, which can be either cumulative or non-cumulative. These are payments a corporation pays to its shareholders from its earnings.

4. Provide additional provisions

Additional provisions protect your organization by clearly listing how the company should operate moving forward. When creating your articles, you can include the following:

• Corporate Bylaws govern how your corporation will manage its internal operations
• Fiscal year-end date that ends a corporation's 12-month business cycle and its tax and accounting period
• Liability and indemnity clauses to help minimize the risk of legal action towards your corporate executives, directors, and/or officers who act without fraud, negligence, or purposeful wrongdoing

Additionally, you can consider adding cumulative voting for directors, preemptive rights to shareholders, and director approval to transfer shares.

Where to file depends on whether you’re incorporating federally or in a specific province or territory. Federal companies file their corporate charter documents with Corporations Canada.

Incorporation articles will be filed with the provincial or territorial government of incorporation if the corporation is not incorporating federally. To file articles in a province or territory, check your local registry office, government website, or ask a lawyer for more guidance.

Any charter documents filed with Corporations Canada are available and accessible to the public through the federal Corporations Canada database or the provincial Business Registry service.

It’s important to note that New Brunswick, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut, and Yukon have their own business or corporate registry databases.

Anyone can order copies of corporate documents online for free using the corporate name, corporation number, or business number.

In Canada, articles of association are distinct and separate from Articles of Incorporation.

Articles of association are internal rules that lay the groundwork for a company's operation, including information on how to manage it. In contrast, Articles of Incorporation outline a corporation's structure and purpose and are then filed with the government.

Both documents are available for inspection at any time by interested parties, government bodies, auditors, or any general member of the public.

Yes, Articles of Incorporation can be amended at the federal, provincial, or territorial levels. However, this requires a formal legal process in which corporate executives or shareholders agree on the amendments. After an agreement is made, the corporation files the newly adjusted document with its jurisdiction’s government agency.

Amending Articles of Incorporation is completed in the jurisdiction of incorporation. If a company forms under the federal government, it’ll file amendments with Corporations Canada. Companies incorporated provincially or territorially will file amendments with the appropriate registry services. For example, Alberta Corporate Registry or Ontario Ministry of Public and Business Service Delivery.

For more information or guidance on amending your incorporation articles, reach out to a lawyer for advice.