Incorporation
Incorporation
A corporation is a legal entity distinct from its owners (known as shareholders) and the individuals who manage and run its affairs and business (known as directors and officers).
Every corporation consists of shareholders, directors and officers.
Shareholders are the ones who hold the shares in the corporation, dependent on votes that are usually attached to the shares. The shareholders control the corporation. If there is only one shareholder, that individual has absolute control of the corporation. If the corporation has a number of shareholders, control of the corporation depends on who has the majority of the voting shares. However, the shareholders do not directly manage the corporation. They exercise their influence by electing and removing directors and approving or disapproving any or all corporate decisions.
One of the many responsibilities of the shareholders is to elect the directors of the corporation and this is usually done on an annual basis.
Please note that directors do not need to be shareholders of the corporation. The responsibilities of directors consist of supervising and administering the corporation's affairs, and appointing the officers, who are responsible for the day to day operations of the corporation.
A corporation is incorporated by the filing of Articles of Incorporation. The client provides our office with a proposed corporate name and we check the availability of the name through a search company. If the proposed corporate name is available, we order a NUANS Name Search Report, which is filed with the Articles of Incorporation. The Articles indicate the registered head office of the corporation, the authorized shares that it can issue, the rights, privileges and conditions attaching to each class of shares, restrictions as to the transfer of shares, sets out the number of directors of the corporation, etc.. After incorporation, we organize the corporation by way of organizational resolutions that elect directors and officers, adopts the corporate seal, share certificates, corporate records and by-laws, appoints accountants, sets out the financial year end, issues shares, etc..
Use this simple form to help define the structure of your company when you are ready to incorporate.
Incorporation Structure (PDF)