Articles of Incorporation and Bylaws Template (Canada)

Articles contain public structural facts

The CBCA says articles of incorporation must set out the corporation name, the province in Canada where the registered office is situated, share classes and rights where relevant, restrictions on share transfers if any, number or minimum and maximum number of directors, restrictions on business and any other permitted provisions.

Those are public constitutional facts. They should not be stuffed with private founder economics unless there is a reason to put the term in the articles. The template separates articles content from by-laws and shareholder agreements for that reason.

By-laws are internal governance rules

The CBCA provides that, unless the articles, by-laws or unanimous shareholder agreement provide otherwise, directors may make, amend or repeal by-laws regulating the business or affairs of the corporation, and then submit them to shareholders at the next meeting for confirmation, rejection or amendment.

By-laws commonly cover director meetings, officer roles, signing authority, notices, shareholder meetings, indemnification, securities transfers, banking and procedural rules. They should be consistent with the articles and any unanimous shareholder agreement.

Amending articles requires a special resolution

Corporations Canada says the articles set out basic corporation information and must be amended to change that information, including name, registered office province, director number, share-transfer restrictions, business restrictions and share classes. The guide on amending articles requires Form 4 Articles of Amendment and the applicable filing fee.

Because article changes are formal and public, the worksheet records the special resolution, affected classes, filing responsibility and whether related forms such as director or registered-office changes are needed.

Corporate records are part of the product

Corporations Canada says a corporation must keep certain records at its registered office or another Canadian location set by the directors. Shareholders and creditors can access articles, by-laws and amendments, any unanimous shareholder agreement, minutes, shareholder resolutions and filed notices.

That means this template is not only a drafting document. It is also a record checklist: articles, by-laws, resolutions, registers, unanimous shareholder agreement, notices, director records and securities registers must be kept consistent.

Provincial corporations and Quebec need local review

This page is written for federal CBCA corporations. Provinces and territories have their own business corporation statutes, filing portals and terminology. Quebec also has civil-law and French-language considerations that can change drafting and execution practice.

A company that will operate mainly in one province may still choose federal incorporation, but extra-provincial registration and local records may be needed. The worksheet therefore names the corporate statute and filing jurisdiction before any clauses are drafted.

Document guide

Corporate statute

States whether the corporation is federal CBCA or another provincial or territorial corporation.

Articles data

Captures name, registered office province, share classes, director number, transfer restrictions and business restrictions.

By-laws

Records governance rules for meetings, officers, signing authority, notices and procedures.

Share rights

Identifies rights, privileges, restrictions and conditions attached to each class or series.

Transfer restrictions

Places restrictions in articles only where needed and keeps commercial sale mechanics separate where appropriate.

Shareholder agreement split

Marks private founder, investor, leaver and exit terms for a shareholder agreement where possible.

Approval record

Captures director approval, shareholder ordinary or special resolutions and affected class votes.

Records and filing

Allocates Corporations Canada forms, fees, notices and corporate record updates.

Canadian corporate checklist

• Use the official federal forms

  Corporations Canada lists Form 1 Articles of Incorporation, Form 4 Articles of Amendment and related federal business corporation filings.

  Corporations Canada - federal corporation forms

• Put required article data in the articles

  CBCA articles of incorporation include name, registered office province, share classes, transfer restrictions, director number and business restrictions where applicable.

  Canada Business Corporations Act

• Use special resolutions for article amendments

  Corporations Canada says article amendments require a special resolution and Form 4 Articles of Amendment.

  Corporations Canada - guide on amending articles

• Keep by-laws consistent

  Directors may make by-laws unless the articles, by-laws or unanimous shareholder agreement provide otherwise, but shareholder confirmation is required under the CBCA.

• Maintain corporate records in Canada

  Corporations Canada says records such as articles, by-laws, shareholder agreements, minutes and resolutions must be kept at the registered office or another Canadian location set by directors.

  Corporations Canada - corporate records

• Separate private shareholder economics

  Founder vesting, buy-sell pricing, investor vetoes and exit mechanics may belong in a shareholders agreement rather than articles.

• Check provincial and Quebec differences

  Provincial corporations and Quebec entities can require different filing, language and civil-law analysis.

How to prepare the worksheet

1. Confirm statute and jurisdiction. Identify federal CBCA or the provincial or territorial statute.
2. Draft article content. Enter name, registered office province, shares, director number and restrictions.
3. Draft by-laws. Add meetings, notices, officers, signing authority, securities transfers and procedures.
4. Separate shareholder terms. Move private economics to a shareholders agreement where articles are not needed.
5. Approve and file. Record resolutions, forms, fees, filing owner and corporate record updates.

Frequently asked questions

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