3 Nuts and Bolts

Question 1

What/who are “incorporators”?

Answer 1

Those persons who apply to create (“incorporate”) a corporation. Under s.5 of the CBCA, individual incorporators must be adults who are neither of unsound mind nor bankrupt (s.5).

Question 2

The documents/elements that must be filed for Incorporation include…

Answer 2

1. Articles of Incorporation (s.6, Form 1): includes: name, classes of shares, number of shares, restrictions;
2. Notice of Registered Office (s.19(2), Form 3); This is a place to serve legal process and keep public records;
3. Notice of Directors (s.106, Form 6); This tells you who is running the corporation; and
4. Filing Fee: $200.00-$250.00.

Question 3

Articles of Incorporation include…

Answer 3

1. Name of the corporation (NUANS for names instead of #);
2. Province in which the registered office will be located;
3. Classes of shares;
4. The number of shares; and
5. Restrictions on share transfers.

Question 4

What is “passing off”?

Answer 4

Refers to where a person carrying on business under a name has a common law right to seek damages against someone selling products in a manner that is likely to deceive purchasers of the products into thinking they are purchasing the first person’s products, depriving them of profit.

Question 5

What is a trade name?

Answer 5

The name by which the business is known to the public. E.g. Buick, Chevy, Tim Hortons, Wendy’s.

Question 6

What is a corporate name?

Answer 6

The actual name of the corporation, which may be more protected. E.g. General Motors; Recipes Unlimited.

Question 7

What are the documents that must be filed upon incorporation?

Answer 7

1) Notice of Directors;
2) Notice of Registered Office;
3) The filing fee;
4) By-laws; and
5) The unanimous shareholder agreement(s), if any.