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Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2020-11-17 and last amended on 2020-01-01. Previous Versions

Marginal note:Articles of incorporation

  •  (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,

    • (a) the name of the corporation;

    • (b) the province in Canada where the registered office is to be situated;

    • (c) the classes and any maximum number of shares that the corporation is authorized to issue, and

      • (i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and

      • (ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;

    • (d) if the issue, transfer or ownership of shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of such restrictions;

    • (e) the number of directors or, subject to paragraph 107(a), the minimum and maximum number of directors of the corporation; and

    • (f) any restrictions on the businesses that the corporation may carry on.

  • Marginal note:Additional provisions in articles

    (2) The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation.

  • Marginal note:Special majorities

    (3) Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

  • Marginal note:Idem

    (4) The articles may not require a greater number of votes of shareholders to remove a director than the number required by section 109.

  • R.S., 1985, c. C-44, s. 6
  • 1994, c. 24, s. 4(F)
  • 2001, c. 14, ss. 3, 134(F)
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