Incorporation Form

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  1. Please enter the exact corporate name you are proposing to use, character for character. This is the exact name that will be used for the incorporation.

  2. 1.2 Legal Designation or Ending

  3. Every Ontario corporation must have a legal designation. Please select one from the following list.

  4. Corporation Corp Incorporated Inc Limited Ltd Limitee (French) Incorporee (French) Ltee (French)
  5. 1.3 NUANS Name Search

  6. Have you had an official NUANS Name Search done for this name? If it is still useable, we will refund you $40. Please send us the report separately by email to info@kazembelaw.com

  7. Yes No Not sure
  8. 1.4 Business Activities

  9. Please provide a general description of the business activities you plan to carry on. This helps with our name search.

  10. 2.1 Number of Directors

  11. We recommend that you have a range of one to five directors. This means, for example, that you can appoint only one director to begin with and then add other directors later without having to change your Articles of Incorporation. If you wish to have a different number of directors you may choose a fixed number or a range. A majority of the directors must be

  12. Minimum of one and maximum of five directors (This is the most common choice) Other
  13. 2.2 Director Information

  14. Please provide us with the names and home addresses of the directors. By default, we use these as both the incorporating directors and the first directors of the corporations. Although these do not have to be the same people, normally they are. If you wish to have different incorporating and first directors, please advise.

  15. Director 1

  16. Is this director a resident of Canada?

  17. Yes No
  18. Director 2

  19. Is this director a resident of Canada?

  20. Yes No
  21. Director 3

  22. Is this director a resident of Canada?

  23. Yes No
  24. More than 3 Directors: If you have more than three (3) directors, please provide us with the details (names, addresses, etc.) in the space below.

  25. 3.1 Officers of the Corporation

  26. Please provide us with the names of the officers of the Corporation. Every Corporation must have at least a President and a Secretary. Not all of the other positions need be filled and one person can serve in more than one position. Also, a person need not be a shareholder or a director to serve as an officer. However, for most small businesses, the officers are usually directors and/or shareholders.

  27. 3.2 Other Officers

  28. 4.1 Share Classes and Voting

  29. Standard Share Structure

  30. Our standard incorporation includes two classes of shares, whose description is set out below: The corporation is authorized to issue

  31. a) an unlimited number of shares without nominal or par value of a class designated as Class A shares;

  32. b) an unlimited number of shares without nominal or par value of a class designated as Class B shares.

  33. The holders of Class A shares are entitled

  34. 1) to one vote for each Class A share held at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote

  35. 2) To receive the remaining property of the Corporation upon dissolution; and

  36. 3) subject to the rights and privileges attaching to Class B shares, to receive dividends as and when declared by the board of directors of the Corporation.

  37. The holders of Class B Shares are

  38. 1) entitled to receive and the Corporation shall pay to them, as and when declared by the board of directors of the Corporation, such dividends as the board of directors of the Corporation may from time to time declare on the Class B Shares;

  39. 2) entitled, upon the liquidation or winding-up of the corporation, to repayment of the amount paid for such shares (plus any declared and unpaid dividends) in priority to the Class A shares, but are not entitled to any further participation in profits or assets; and

  40. Classes of Shares

  41. 4.3 Shareholders

  42. Please indicate below the shares that you would like to have issued to each shareholder. We normally recommend that the initial value of each share be set at $1.00, keeping in mind that in most cases you should then deposit that total amount into the corporation

  43. Shareholder 1

  44. Shareholder 2

  45. Shareholder 3

  46. More Than Three Shareholders

  47. 5.1 Fiscal Year End

  48. 6.1 Restrictions on Business Activities

  49. 7.1 Other Provisions

  50. Other provisions can also be added to the Articles of Incorporation. Our standard incorporation includes clauses to ensure that the Securities Act does not apply. If it did apply, there would be considerably more reporting requirements. We also include standard borrowing powers and a mechanism for filling vacancies on the board of directors. Click here to see our standard clauses. If you wish to add any other provisions to the Articles, please note them here. Securities Act Provisions Our model incorporation uses the following wording

  51. 1. The number of shareholders in the Corporation, exclusive of employees and former employees who, while employed by the Corporation were, and following the termination of that employment, continue to be, shareholders of the Corporation, is limited to not more than fifty, two or more persons who are the joint registered holders of one or more shares being counted as one shareholder.

  52. 2. Any invitation to the public to subscribe for securities of the Corporation is prohibited. Borrowing Provisions With respect to borrowing powers, our recommended clauses are: If authorized by by-law which is duly made by the directors and confirmed by ordinary resolution of the shareholders, the directors of the Corporation may from time to time: a) borrow money upon the credit of the Corporation; b) issue, reissue, sell or pledge debt obligations of the Corporation; and c) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired to secure any debt obligation of the Corporation. Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Corporation to such extent and in such manner as may be set out in the by-law. Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation. Directors We recommend the following provision regarding the election of directors between annual meetings: The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual general meeting of shareholders.

  53. 8. 1 Registered Office of the Corporation

  54. The registered office of the corporation is where the registers and records of the corporation must be kept. An Ontario incorporation must have its registered office in Ontario. A rural route number may be used but not a post office box number.

  55. 9.1 Contact Information

  56. 10.1 Additional Information and Questions

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