When incorporating a corporation, the articles of incorporation and the certificate of incorporation are obtained. The certificate of incorporation officially confirms the incorporation of the company.

However, obtaining these documents does not constitute the legal organization of the company. This occurs after its incorporation and requires the preparation of several corporate documents and records.

Depending on the circumstances, it may be necessary to prepare the following items:

• the book of minutes;
• the by-laws in Quebec or the articles of incorporation at the federal level;
• the banking by-laws and necessary banking resolutions;
• the initial written resolutions of the directors and shareholders or, as the case may be, the minutes of their meetings and assemblies;
• the documents relating to the issuance of the first shares;
• the securities register;
• stock certificates, where used;
• the records relating to beneficial owners or individuals exercising significant control, depending on the applicable regime;
• other corporate records and documents required by applicable laws.

The minute book should contain, in particular, the articles of incorporation and the certificate of incorporation, as well as the by-laws, resolutions, minutes, and the various corporate records of the corporation.

These documents enable the establishment and maintenance of the corporate legal structure, the recording of decisions made by shareholders and directors, and the keeping of up-to-date corporate information required by applicable laws.

After incorporation, certain administrative, regulatory, or tax procedures may also be required. Depending on the jurisdiction and the company’s activities, it may be necessary, in particular:

• to file the initial declaration or make the required registrations with the Quebec Registrar of Enterprises or other competent authorities;
• to file disclosures regarding ultimate beneficial owners or individuals exercising significant control, depending on the applicable regime;
• to register the company with a professional association or other regulatory authority when the nature of its activities so requires;
• to obtain the necessary tax identification numbers and accounts, including those relating to consumption taxes and withholding taxes or deductions at source, when required.

These formalities are distinct from the legal organization of the company but may be necessary to enable the commencement or continuation of its activities in accordance with applicable laws.

In summary, the articles of incorporation and the certificate of incorporation are obtained upon the incorporation of the company, but the legal organization must then be carried out. Administrative, regulatory, and tax formalities may also need to be completed. It is therefore recommended to promptly prepare the necessary documents, resolutions, and records and to complete the required registrations.