Who can act as a "founder"?

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In Quebec and Canada, a corporation is legally constituted on the initiative of a "founder"(incorporator ). This is the person who signs the articles of incorporation and applies to the government authorities to issue a certificate of incorporation attesting to the creation of the company.

The founder's powers

Unlike the United States, the role of the founder of a corporation in Canada is extremely limited: he or she signs the articles of incorporation (electronically in Quebec) which contain the list of the first directors of the corporation, and has the power to call the first meeting of directors. This power of the founder to call a first meeting is optional and can be exercised by any director of the company. In practice, the directors of the company sign written organisational resolutions after incorporation, without an actual meeting being held.

In the United States, generally the person acting as incorporator has the duty to organise the company and will therefore have to ensure that he or she resigns his or her office immediately after the organisation, in order to dissociate himself or herself completely from the company. In Quebec and Canada no resignation of the founder is necessary, unless he or she is the first director and will no longer be involved in the company following the legal organisation (for example in the case of a shelf company set up by a lawyer for a client).

Who can act as a founder?

Any natural person entitled to be director can act as a founder. A legal person, for example another company, can also be a founder. In addition, there can be more than one founder.

In many cases, the professional who plans and/or implements theincorporation will act as a founder, for example a lawyer or notary. It is important to note that the professional acting as founder will have no interest in the company and will not own it. His/her only role is to sign and file the articles of incorporation with the list of the first directors. These directors will then adopt resolutions to issue shares, among other things. It is these resolutions that will determine who will be the "owners" of the company.




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