incorporationquebec

In general, the articles of incorporation of a company provide for different classes of shares as authorised share capital. Authorised share capital means that these shares can be issued by the company, but are not necessarily issued. Unless otherwise specified in the articles, the authorised share capital is unlimited, as an unlimited number of shares may be issued. Furthermore, if the articles do not provide for several classes of shares, the company will be deemed to have only one class,

Filing the Articles of Incorporation When filing the Articles of Incorporation for the purpose of incorporation, the legal name of the corporation (corporate name) must be entered or a numerical designation (numbered company) must be requested in lieu of a corporate name. The corporate name of the company usually ends with "inc." or "ltd.", or other equivalents permitted by law. It is also possible to register, at the

Provincial or Federal Incorporation? When incorporating a company at corporation, the first thing to decide is whether to incorporate under the Quebec Business Corporations Act or the Canada Business Corporations Act. Depending on the situation of each business, it may be preferable to incorporate under one corporate statute rather than another. However, it is undeniable that corporations governed by Quebec law

Both provincially and federally incorporated corporations are required to maintain an issued and paid-up share capital account (federal stated capital account), which is subdivided by class of shares (and series of shares, if applicable). What is this account? This is a notional account, which represents the consideration received by the corporation for each class of shares. Where there are par value shares (at provincial

Corporate legislation, both provincial and federal, allows for various changes in the share capital of a corporation, including share exchange and conversion. These two changes in share capital should not be confused, although the result is often the same. The exchange of shares is a transaction specific to the individual shareholder, and constitutes simultaneously a sale of shares to the company and an issue of shares by the company. The shareholder enters into a share exchange agreement under

A major element that should not be overlooked in an incorporation is the restriction on the transfer of shares and other securities, which is usually included in the articles of incorporation. Generally speaking, a company issuing shares or other securities is obliged under the Securities Act to produce a prospectus, which is a complex document designed, among other things, to protect investors by

A corporate book generally contains several registers, some of which are required by law and some of which are not. Probably the most important register, and one that is mandatory under both Quebec and federal law, is the securities register. This register contains details of each issue and transfer of shares, the number and class of shares held by each shareholder, and the amount outstanding on the shares (for

Unlike Canadian law, the Quebec Business Corporations Act allows shares issued by the corporation to be uncertificated. This was an important change in 2009 when the law was adopted, compared to the old Companies Act. Where shares are issued in certificated form, a share certificate must be issued and delivered to the shareholder. The certificate contains, among other things, the name of the shareholder, the number and class

The shareholders' agreement is a very important document when several people (at least two) decide to join together and run a business through a corporation. The agreement will be, in a way, like a marriage contract. Several elements are usually included in the shareholders' agreement. This article focuses specifically on exit clauses. In the absence of an agreement, the shareholders of the company are only obliged to