Articles of incorporation are the founding document that brings a corporation into legal existence. When you incorporate, you file your articles with the government, and once they are accepted, your corporation exists as a separate legal entity. Everything the corporation can do flows from what the articles set out.
What articles of incorporation contain
The exact form varies by jurisdiction, but articles of incorporation generally set out:
- The corporate name (or a request for a numbered corporation).
- The province or territory where the registered office is located.
- The classes and any maximum number of shares the corporation is authorized to issue.
- Any restrictions on transferring shares (common in private corporations).
- The number, or minimum and maximum number, of directors.
- Any restrictions on the business the corporation may carry on.
- Any other provisions the incorporators choose to include.
Why the share structure is the important part
Most of the articles is administrative. The share structure is the part that actually shapes your business. It determines who owns what, how profits can be paid out as dividends, and how you can bring in a co-founder or investor later. A simple one-class structure works for a single owner, but it can box you in the moment you want to split ownership, income-split with family, or sell part of the company.
Federal vs Ontario articles
Federal articles are filed under the Canada Business Corporations Act through Corporations Canada; Ontario articles are filed under the Ontario Business Corporations Act through the Ontario Business Registry. The documents are similar in substance, but name protection and ongoing filings differ between federal and provincial.
How articles are filed
You choose a name (with a NUANS report) or take a numbered corporation, set your share structure, name your directors and registered office, and file. Once accepted, you receive a certificate of incorporation and a stamped copy of your articles, which become the first documents in your minute book.
Korporex prepares and files your articles of incorporation online for federal and Ontario corporations, including the share structure, and delivers your documents within 24 hours.