What's in the constitution articles of incorporation? | ScriptaLegal
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Frequently asked questions > Company > Business Corporation > What must contain the articles of constitution (called the articles of incorporation in the federal jurisdiction)?

What must contain the articles of constitution (called the articles of incorporation in the federal jurisdiction)?

In Quebec, articles of constitution of a business corporation contain the name of the business corporation, if any, the name and address of each of the founders, the address of the head office of the business corporation, the fixed number of directors or the minimum and maximum number of directors, the limits imposed to its share capital, the par value of its shares, if any, as well as the description of its authorized share capital, the restrictions imposed to the transfer of its securities, as the case may be and the limits imposed to its business activities, if necessary. It is also essential to include certain clauses so that the business corporation meets the criteria of a private issuer of the Securities Act.

In Canada, articles of incorporation of a business corporation contain the corporate name of the business corporation, if any, the province where the registered office is situated, the classes and the maximum number of shares that it is authorized to issue as well as the description of its authorized share capital, the restrictions imposed to the issuance, transfer or right of ownership of its shares, as the case may be, the exact number or the minimum and maximum number of directors and the limits imposed to the commercial activity, as the case may be. If a federal business corporation has its registered office situated in Quebec, it will be submitted to the laws of Quebec and will have to provide for certain clauses so that the business corporation meets the criteria of a private issuer of the Securities Act which is applicable in the province of Quebec.

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