Articles of incorporation are the constating document of a Canadian corporation: the document filed with the government that brings the corporation into legal existence and fixes its basic structure. Under the Canada Business Corporations Act (CBCA), the articles set out the corporation's name, the province of its registered office, the classes and any maximum number of shares it may issue, any restrictions on share transfers, the number of directors, and any restrictions on the business it may carry on. Once the articles are accepted, a certificate of incorporation issues and the corporation exists as a separate legal entity. Everything the corporation can do flows from what the articles set out.
This guide explains what the articles contain federally and in Ontario, how the share structure works, how articles differ from by-laws and a shareholder agreement, and how to amend, restate or locate your articles. It covers corporations under the CBCA and the Ontario Business Corporations Act (OBCA); other provinces use their own forms and, in some cases, different terminology.
What articles of incorporation are
A corporation does not exist until the government accepts its articles. The people who sign them are the incorporators. Under both the CBCA (section 5) and the OBCA (section 4), one or more individuals or corporations can incorporate, and an individual incorporator must be at least 18 years old, must not have been found incapable, and must not have the status of bankrupt.
Lawyers call the articles the corporation's "constating" document because they constitute it. They are the top layer of the corporation's own rules: the by-laws, resolutions and any shareholder agreement all operate within what the statute and the articles allow. That is why the articles are the first document in every corporation's minute book, and why banks, lenders, buyers and the CRA often ask for a copy.
What articles of incorporation contain
Federally, section 6(1) of the CBCA lists what the articles (filed as Form 1, Articles of Incorporation) must set out:
- The name of the corporation, or a request for a number name.
- The province in Canada where the registered office is to be situated.
- The classes and any maximum number of shares the corporation is authorized to issue and, if there are two or more classes, the rights, privileges, restrictions and conditions attaching to each class.
- If the issue, transfer or ownership of shares is restricted, a statement to that effect and the nature of the restrictions.
- The number of directors, or a minimum and maximum number.
- Any restrictions on the businesses the corporation may carry on.
Under section 6(2), the articles may also include any provision that the Act allows to be placed in the by-laws. These usually appear under "other provisions".
In Ontario, section 5(1) of the OBCA no longer lists the contents itself. It says the articles must be in the form approved by the Director and set out the information required by the Act, the regulations or the Director. The Ministry's notice on incorporating a business corporation lists that information: the corporate name, the registered office address, the number of directors and each first director's details, the incorporators, any restrictions on the business or powers of the corporation, the share structure and any restrictions on share transfers, and any other provisions. As under the CBCA, section 5(3) allows the articles to include anything permitted in the by-laws.
| Item | Federal (CBCA) | Ontario (OBCA) |
|---|---|---|
| Name | Word name, or a number name followed by "Canada" and a legal element | Word name supported by an Ontario-biased NUANS report dated within 90 days, or a number name followed by "Ontario" and a legal element |
| Registered office | Province only in the articles; the address goes on a separate form filed with them | Full physical address in Ontario; a P.O. box alone is not accepted |
| Share classes and maximum number | Required | Required |
| Rights of each class | Required if there are two or more classes | Required if there is more than one class |
| Share transfer restrictions | Stated if shares are restricted | Stated if shares are restricted |
| Directors | Fixed number, or minimum and maximum; at least one | Fixed number, or minimum and maximum; at least one individual (three for an offering corporation) |
| Restrictions on business | If any | If any, including restrictions on powers |
| Other provisions | Anything permitted in the by-laws | Anything permitted in the by-laws |
| Government filing fee | $200 | $300 |
Share structure: the part that shapes the business
Most of the articles is administrative. The share structure is the part that actually shapes the business. It determines who can own what, how profits can be paid out as dividends, who controls the votes, and how a co-founder, family member, holding company or investor can come in later.
Under both Acts, shares have no par value and are issued in registered form. Where a corporation has only one class of shares, every share carries equal rights. Where the articles create more than one class, they must spell out the rights, privileges, restrictions and conditions of each class, and the basic rights must each sit with at least one class: the right to vote and the right to the remaining property on dissolution under the OBCA (section 22), plus the right to receive declared dividends under the CBCA (section 24). The Act does not dictate what a class is called. A share is "preferred" or "common" only because of the rights the articles give it.
Many corporations authorize an unlimited number of shares of each class. Ontario's online filing even offers predefined text for a single class of common shares, described as "an unlimited number of common shares". Common share structures include the following, described in general terms:
| Class | Typical features | Often used for |
|---|---|---|
| Common voting shares | One vote per share, entitled to dividends declared on the class, share in the remaining property on dissolution | Founders and owner-managers; the default single class |
| Non-voting common shares | Same economic rights as common shares but no vote at shareholders' meetings | Giving someone an equity stake without control |
| Preferred shares | A preferential or fixed dividend, priority over common shares on dissolution, often redeemable by the corporation or retractable by the holder, usually non-voting | Investors, family members, or holding companies |
| Special or "freeze" shares | A fixed redemption value, often with voting rights and a limited dividend | Estate freezes and corporate reorganizations |
Multi-class structures are common in owner-managed corporations, but tax rules shape how they can be used. For example, the federal tax on split income (TOSI) rules limit the tax benefit of paying dividends to family members who are not active in the business. An accountant or lawyer can explain how a given structure is treated in a specific situation.
Articles vs by-laws vs shareholder agreement
These three documents are often confused. They do different jobs and are changed in different ways.
| Articles of incorporation | By-laws | Shareholder agreement | |
|---|---|---|---|
| What it is | The constating document filed with the government | The corporation's internal operating rules | A private contract among the shareholders |
| Filed with the government? | Yes | No; kept in the minute book | No; kept in the minute book |
| Who changes it | Shareholders, by special resolution, then articles of amendment are filed | Directors by resolution, confirmed by shareholders at the next meeting by ordinary resolution | The parties, as the agreement provides (often all of them) |
| Public? | Yes, copies can be ordered from the registry | No | No |
| Typical content | Name, share classes and rights, transfer restrictions, number of directors | Meetings, quorum, officers, banking and signing authority | Share transfers, buy-sell rules, decision-making, disputes |
The rules on by-laws come from section 103 of the CBCA and section 116 of the OBCA. A shareholder agreement signed by all shareholders that restricts the directors' powers is a unanimous shareholder agreement (CBCA section 146, OBCA section 108), and a copy must be kept with the corporation's records. Our guide to shareholder agreements in Canada covers what they usually contain.
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.
The government fee is $200 to file federal articles online and $300 to file Ontario articles. For a federal corporation with a word name filed online, the name search is part of the federal process and no separate NUANS report is required. An Ontario corporation with a word name needs an Ontario-biased NUANS report dated within 90 days of filing. A numbered corporation needs no name search in either jurisdiction. For the Ontario process from start to finish, see our guide to incorporating in Ontario.
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.
In more detail, a typical filing follows these steps:
- Choose the name: a word name (with the required name search) or a number name.
- Decide the share structure: the classes, any maximum number, the rights of each class and any transfer restrictions.
- Set the number of directors (fixed, or a minimum and maximum) and gather each first director's details.
- Confirm the registered office: the province for federal articles, and a full physical address in Ontario for Ontario articles.
- Add any restrictions on the business and any other provisions.
- Have every incorporator sign, then file online and pay the government fee.
The certificate of incorporation
Federally, once the articles are received, the Director under the CBCA issues a certificate of incorporation (section 8), and the corporation comes into existence on the date shown in the certificate (section 9). In Ontario, the Director endorses the articles with a certificate that constitutes the certificate of incorporation (OBCA section 6). That certificate is conclusive proof that the corporation was incorporated on the date it sets out, except in a proceeding to cancel it for cause (section 7).
When Ontario articles are completed online, the Ministry emails the certificate of incorporation, a copy of the endorsed articles, a payment receipt and a company key used for future filings. The certificate shows the corporate name, the Ontario Corporation Number and the effective date, and an Ontario filing can request an effective date up to 30 days later. The corporation number never changes for the life of the corporation.
The certificate is the start, not the end. An Ontario corporation must file its Initial Return within 60 days of incorporation, with no government fee, and every corporation then needs its by-laws, first resolutions, share issuances and registers in place. Korporex prepares these through its initial minute book service.
Amending your articles
Articles are not fixed forever. A corporation amends them to change its name, create a new class of shares, change the rights attached to shares, change the number of directors, or add, change or remove restrictions on share transfers or on its business. Section 173 of the CBCA and section 168 of the OBCA list the permitted amendments.
An amendment is authorized by special resolution of the shareholders. Under both Acts, a special resolution is passed by at least two-thirds of the votes cast at a meeting, or signed in writing by all shareholders entitled to vote on it. One exception: the directors alone can change a number name to a word name. Where an amendment affects a particular class, such as changing its rights or creating a class that ranks ahead of it, the holders of that class are generally entitled to vote separately (CBCA section 176, OBCA section 170). Amendments that add, change or remove share transfer restrictions or business restrictions also give voting shareholders a right to dissent and be paid fair value for their shares (CBCA section 190, OBCA section 185).
After approval, articles of amendment are filed and the corporation receives a certificate of amendment. The government fee is $150 in Ontario and $200 federally when filed online ($250 by email or mail); some federal amendments, such as adding an English or French version of the name, are free. Korporex files articles of amendment and corporate name changes for federal and Ontario corporations.
Some common changes are not amendments to the articles at all. Moving the registered office within the same province is done by the directors and reported to the registry, and replacing directors within the number set in the articles is reported as a notice of change. See change of address and change of directors.
Restated articles
After several amendments, a corporation's articles can be spread across the original filing and a series of certificates of amendment. The directors may consolidate them into restated articles of incorporation at any time, and must do so when directed by the Director (CBCA section 180, OBCA section 173). Restating does not change anything: it gathers the articles as amended into one document. A restated certificate of incorporation issues, and the restated articles supersede the original articles and all amendments. The government fee is $150 in Ontario and $100 federally.
Where to find your articles
Both statutes require the corporation to keep its articles, by-laws and all amendments with its records (CBCA section 20, OBCA section 140), so the first place to look is the minute book. If it is missing or incomplete, there are other sources:
- The email from the registry confirming the incorporation, which included the certificate and articles.
- Corporations Canada, for a federal corporation: uncertified copies of corporate documents can be ordered online for free, and certified copies cost $40 per document.
- The Ontario Business Registry, for an Ontario corporation: copies of filed documents can be ordered for a fee.
- The lawyer, accountant or filing service that handled the incorporation.
Once you have the articles, keep a copy of every certificate of amendment with them, so the full current version is always available when a bank, buyer or lender asks.
Korporex prepares and files articles of incorporation online for federal and Ontario corporations, including the share structure. You can start your incorporation here.
Frequently asked questions
Are articles of incorporation the same as a certificate of incorporation?+
No, but they travel together. The articles are the document the incorporators file, setting out the name, share structure, directors and other provisions. The certificate of incorporation is issued by the government once the articles are accepted, and it confirms the date the corporation came into existence. In Ontario, the certificate is an endorsement on the articles themselves.
Do articles of incorporation list the shareholders?+
No. The articles set out the classes and number of shares the corporation is authorized to issue, not who owns them. Shareholders are recorded in the securities register kept in the minute book. The first shares are usually issued by directors' resolution after incorporation, and later transfers must follow any restrictions in the articles.
Can I change my articles of incorporation after I incorporate?+
Yes. The shareholders approve the change by special resolution, which means two-thirds of the votes cast at a meeting or the written consent of every voting shareholder, and the corporation then files articles of amendment. The government fee is $150 in Ontario and $200 federally when filed online. A certificate of amendment confirms the change.
What is the difference between articles and by-laws?+
Articles are filed with the government and set the corporation's fundamental structure, such as its name, share classes and number of directors. By-laws are internal rules on meetings, officers, banking and signing authority. Directors adopt by-laws by resolution and shareholders confirm them at the next meeting, and they are not filed with the government.
Are articles of incorporation public?+
Yes. Articles are filed with Corporations Canada or the Ontario Business Registry and copies can be ordered from the registry. Federally, uncertified copies are free online. By-laws and shareholder agreements, by contrast, are private documents kept in the corporation's minute book.