Issuance of Shares

There are different classes of shares.

Class A Common Shares

These type of shares include the typical common share rights to vote and rights to receive the remaining property upon dissolution.

Class B non-voting preferred shares

These shares will include the right to cumulative dividend of $2 per share per year.

Class C preferred shares

These shares will include a non-cumulative dividend established by the board of directors within six months of the fiscal year end and be redeemable by the corporation at its option.

Have voting rights.

Eligible to vote.

Eligible for repayment upon dissolution.

Articles of Incorporation

Corporations are formed by registering articles of incorporation.

Articles of incorporation contain statutory mandated information about the corporation.

Upon registering they are given a number and stamped with date.

Link to articles of incorporation:

Sections of the articles

Sec 1 = Name of the corporation.

Sec 2 = Address of the registered office.

Sec 3 = Number of directors.

Sec 4 = First directors.

Sec 5 = Restrictions on the business of corporation.

Sec 6 and 7 = Shares of corporation and rights and restrictions.

Sec 8 = Restrictions on the transfer and ownership of shares.

Sec 9 = Other provisions.

Sec 10 = Names, addresses and signature of people incorporating.

Registration

For registering an Ontario incorporation one can go to office of Companies branch of the Ministry of consumers and commercial relations in Toronto or to corporate registration office in one’s local community which is usually on the same premises as the land registry office.

Require two sets of completed and signed articles of incorporation.

If applicable, signed consent of directors.

If it is not a numbered corporation, it should have a valid NUANS report.

Post Registration

File form 1 (Initial return) within 60 days of registration.

Failure to file for 1 with in the specified time period can lead to substantial penalties against corporation.

Box 8 of the form 1 requires one to state the number of scheduled pages attached to the form.

Form 1 may be signed by a director, officer, or any other individual who has knowledge of the affairs of the corporation.

In case any change occurs in structure of corporation, a fresh form 1 should be filed with Ministry within 10 days of the change.

Disclaimer:

This information is for educational purposes only. It does not constitute any legal advice or opinion. Please do not use any of its contents without seeking a professional advice.

References:

The fundamentals of corporate law and procedure

By Mark Walma and Patricia McCann – Smith

Publisher: Edmond Montogomery Publications Limited, Toronto, Canada.