Incorporation may be effected rapidly and inexpensively. Often the most pressing initial matter is to choose a corporate name that is not confusingly similar to an existing corporate name or trademark. incorporation is achieved by the filing of Articles of incorporation. Articles of incorporation for federal and Ontario corporations do not require a statement of objects or any monetary expression of authorized capital. Corporations formed under the CBCA and OBCA are granted all the rights of a natural person. unlike many other jurisdictions, there are no requirements for minimum paid-in capital.
unless otherwise provided for in its Articles of incorporation, all shares of a federal or Ontario corporation are fully participating, voting common shares without par value. More complex share provisions may be designed and there is wide flexibility as to the rights and conditions that may be attached. shares of Ontario and federal corporations are not properly issued until they are fully paid for in money, property or past services.
A corporate name may be in English and/or French and, if a special provision is made in the corporation’s Articles of incorporation, any other language as long as only letters from the English alphabet and Arabic numerals are used. the name must include one of the following indicators of limited liability: “limited”, “ltd.”, “incorporated”, “inc.”, “Corporation” or “Corp.”.
incorporation may be effected without a prior name search by using a name consisting of a number plus words such as “Ontario inc.” or “Canada ltd.”. the name may be changed for a nominal fee at a later time. it is not unusual to see corporations operating under their number names with one or more registered “doing-business-as” names. regardless of whether a corporation operates under its corporate name or a registered business name, there are certain key documents that must set out the corporate name, such as contracts and negotiable instruments (including cheques).
A corporation formed under one of the provincial corporate statutes must register in every other province or territory in which it will “carry on business”. however, Ontario and Québec have entered into a reciprocal arrangement requiring annual filings but no extra-provincial registration. CBCA corporations are also required to register in each province where they carry on business.
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