What are Articles of Incorporation?

David van Moorsel

After you’ve decided that you do want to incorporate and know what kind of corporation to register, you’ll need to decide how to set up the corporation’s Articles of Incorporation. So what are Articles of Incorporation? Articles of Incorporation describe what a corporation can and cannot do. In most jurisdictions, the incorporator is responsible for determining the contents of the … Read More

Annual Corporate Resolutions and Why They’re Important

David van Moorsel

Corporations are required by law to hold annual meetings of the shareholders (or pass written resolutions instead), and to keep the corporation’s records up to date. Besides ensuring that the corporation complies with the law, there are several reasons why it’s important to pass annual resolutions of the directors and shareholders and keep a corporation’s minute book up to date: … Read More

Alternatives to Incorporating

David van Moorsel

There are many benefits to incorporating a business. Incorporation can provide protection from liability, tax benefits, name protection and flexibility for its owners, among other things. That doesn’t mean that it’s right for every business or situation. There are times when incorporating won’t make sense due to the size of the business, the owner’s financial means and other factors. If you’ve gone … Read More

Inc. vs. Ltd. vs. Corp.

David van Moorsel

Corporations registered in Canada are generally required to have a corporate name that includes a descriptive element (something that describes the business), a distinctive element (something that makes the name unique) and a legal element (confirming to the public that the business is officially incorporated). In the name “Aces Mechanical Ltd.”, the word “Aces” is the distinctive element, “Mechanical” is … Read More

Named vs. Numbered Corporation

David van Moorsel

Should you choose a named corporation or a numbered corporation? Named Corporations A named corporation is a corporation that has a name that was chosen by its owners either at the time of incorporation, or at a later date. For example, ABC Widgets Ltd. There are a number of basic requirements that apply to the naming of a corporation, as … Read More

About Directors

David van Moorsel

What are Directors? Directors are appointed by the shareholders and control the corporation. They owe a fiduciary duty (a duty of utmost good faith) to the corporation and make decisions such as: when and in what amounts to pay shareholders; whether to obtain financing; whether to hire new employees; whether to enter into a new lease or purchase agreement. By … Read More

About Officers

David van Moorsel

What are Officers? Officers are appointed by the directors of a corporation. In most small private corporations they carry out small, mainly ceremonial roles that are set out in the corporation’s By-laws. This includes things like acting as the chair of a meeting of the directors or shareholders, taking minutes of any meetings, and presenting financial statements to the directors … Read More

About Shareholders

David van Moorsel

What are Shareholders? Shareholders are the owners of the corporation. Unless they are also directors, officers or employees, they are not involved in the day to day operations of the business. Shareholders are typically entitled to receive a dividend on their shares which are paid out of the profits of the business. Are there residency requirements for shareholders? Except in … Read More

Records address

David van Moorsel

What is a records address? A records address is the place at which the corporation’s corporate records are stored. In most cases the records address is also the corporation’s registered office, but that’s not always the case. What are the requirements of a records address? A records address must be accessible to the public during normal business hours. The documents … Read More