The Company Memorandum And Articles of Association serves as the founding constitutional document for corporations in Canada, required at the time of incorporation under either federal or provincial jurisdiction. This document is essential when establishing a new corporation or modifying an existing corporate structure, providing the fundamental rules and regulations that govern the company's operations. It includes crucial information about share capital, shareholder rights, director powers, corporate governance procedures, and internal management rules. The document must align with the requirements of either the Canada Business Corporations Act (for federal corporations) or the relevant provincial corporations act, and serves as a reference point for resolving corporate governance issues throughout the company's existence.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Name and Office: States the company's legal name and registered office address
2. Interpretation: Defines key terms used throughout the document and rules for interpretation
3. Share Capital: Details the authorized share capital, classes of shares, and their respective rights and restrictions
4. Share Certificates and Transfers: Procedures for issuing share certificates and transferring shares
5. Directors: Qualifications, appointment, removal, powers, and duties of directors
6. Meetings of Directors: Rules for board meetings, including notice, quorum, and voting procedures
7. Officers: Appointment, duties, and responsibilities of corporate officers
8. Shareholders: Rights and obligations of shareholders
9. Meetings of Shareholders: Procedures for shareholder meetings, including annual and special meetings
10. Notices: Requirements for giving notice of meetings and other corporate communications
11. Banking and Financial: Banking arrangements, execution of documents, and financial year
12. Corporate Records: Maintenance and access to corporate records and registers
1. Pre-emptive Rights: Include when shareholders should have first right to purchase new share issuances
2. Share Purchase Rights: Include when the corporation wants right of first refusal on share transfers
3. Management Structure: Include for specific management hierarchies or unique governance structures
4. Unanimous Shareholder Agreements: Include when shareholders want to restrict directors' powers
5. Class Rights and Restrictions: Include when creating multiple share classes with different rights
6. Electronic Meetings: Include specific provisions for virtual meetings and electronic voting
7. Conflict Resolution: Include specific dispute resolution procedures between shareholders
8. Foreign Ownership Restrictions: Include if there are restrictions on foreign ownership
1. Share Capital Schedule: Detailed breakdown of share classes and their characteristics
2. Initial Directors and Officers: List of first directors and officers upon incorporation
3. Form of Share Certificate: Template for share certificates
4. Restricted Business Activities: List of any restricted business activities
5. Pre-incorporation Contracts: Details of any contracts made before incorporation
6. Share Transfer Forms: Standard forms for share transfers
7. Corporate Seal: Design and rules for use of corporate seal
8. Shareholder Resolution Ƶ: Standard forms for common shareholder resolutions
Find the exact document you need
Corporate Articles Of Incorporation
A foundational legal document filed under Canadian law that establishes a corporation's existence and defines its basic structural elements and operational parameters.
Download
Articles Of Association For Sole Proprietorship
A legal document establishing the structure and governance of a sole proprietorship business under Canadian federal and provincial law.
Download
Articles Of Association For Nonprofit Organization
A foundational governance document for Canadian nonprofit organizations that establishes the organization's structure and operational framework under federal law.
Download
Company Articles Of Association
A foundational corporate governance document under Canadian law that establishes a company's internal rules, management structure, and shareholder rights.
Download
Memorandum And Articles Of Association Of General Trading Company
A foundational corporate document under Canadian law that establishes a general trading company's structure, governance, and operational framework.
Download
Memorandum And Articles Of Association For Sole Proprietorship
A Canadian legal document establishing the structure and governance framework for a sole proprietorship business.
Download
Deed Of Association
A foundational legal document under Canadian law that establishes an association's structure, governance, and operational framework.
Download
Company Memorandum And Articles Of Association
A core constitutional document under Canadian law that establishes a corporation's structure, governance framework, and operational rules.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)