Articles of Incorporation Canada | Bizincs Guide
Articles of Incorporation are the foundational legal documents. They officially help create a corporation in Canada. Once you file these articles and they get approved by the federal or provincial government, your business becomes a separate legal entity. It gets its own rights, responsibilities, and structure. So essentially, they’re the constitutional documents of your company. They outline the rules that govern ownership, share structure, decision-making authority, and operational boundaries.
Every incorporated business in Canada, whether at the federal or provincial level, must file Articles of Incorporation to outline the structure, rules, and essential details of the company. Let’s find out all about them in this Bizincs article.
What Do Articles of Incorporation Do?
The Canadian Articles of Incorporation serve three major functions:
- Legally Create Your Corporation
The moment the government accepts your Articles, your business becomes:
- A separate legal person
- Eligible for corporate tax rates
- Able to sign contracts, open bank accounts, and hire employees
- Protected by limited liability (your personal assets are generally separate)
- Define How Your Corporation Is Structured
The Articles explain important internal details, including:
- Company name
- Business address
- Share structure (how many shares, what types, and who can own them)
- Number of directors
- Restrictions on business activities (if any)
- Determine How the Corporation Operates
This includes rules for:
- How shares can be issued
- Voting rights
- Decision-making process
- How profits (dividends) are distributed
- Special rights or restrictions for certain shareholders
Your Articles are the foundation of your corporation’s internal governance.
When are Articles of Incorporation Needed?
You need to file Articles of Incorporation when you want to register a corporation. Choose at any level:
- Federal incorporation (under Corporations Canada): Offers name protection across the country. Gives greater credibility for companies planning to operate nationally, and a standardised federal structure
- Provincial incorporation (Ontario, BC, Alberta, etc.): Often chosen by businesses operating primarily in one province.
Each level has its own government portal and filing fees. The concept of Articles stays the same everywhere.
Why Articles of Incorporation are Important?
Articles of Incorporation are essential in your business because, without them, your corporation cannot legally exist. They:
- Formally establish your company as a corporation
- Define your legal structure & ownership model
- Shield owners by limiting personal liability
- Determine how shares are issued and who controls the business
- Serve as official documentation required by banks, investors, and government authorities
Content Included in Articles of Incorporation
While details vary slightly by jurisdiction, the Articles include:
| Content Included | Description |
| Corporate Name | A named or a numbered corporation |
| Registered Office Address | The official address where legal documents are sent |
| Incorporators Information | About the individuals forming the corporation |
| Directors Information | Number of directors and eligibility requirements (age, residency, depending on province) |
| Share Structure | Number of shares the corporation can issueClasses of shares (common, preferred)Voting rightsDividend rightsRedemption or conversion rights |
| Restrictions on Business Activities (Optional) | Some corporations limit themselves to a specific sector or activity |
| Other Provisions | Unanimous shareholder agreementsSpecial rights or limitationsTransfer restrictions on shares |
Approaches to Creating Your Articles of Incorporation
The two approaches to creating your Articles of Incorporation include:
Option 1: Basic Incorporation (Pre-Packaged Articles)
Basic incorporation suits those who are setting up a small, private corporation. Also, they should want a simple, fast, and government-prepared structure. This option removes the complexity of drafting detailed rules and gives you a default structure that works for most small businesses.
Your new corporation will have the following:
- Pre-determined articles of incorporation: You can file amendments later with business growth or changing requirements.
- One or two classes of shares: Appropriate for straightforward ownership setups with a single owner or a small number of shareholders.
- A maximum of 10 directors: Perfect for private companies that don’t require a large board.
- An automatically assigned, numbered corporate name: You may choose to adopt a named corporation later through an amendment.
This is the quickest route to incorporation. It is widely used by single-owner corporations, small partnerships, and new startups that want to get up and running with minimal legal complexity.
Option 2: Custom Incorporation (Tailored Articles)
You may prefer to create custom articles of incorporation if your corporation has specific ownership needs, multiple founders, or a more complex business model.
With custom incorporation, you can define:
- Your chosen corporate name: After completing a NUANS name search (for federal and many provincial incorporations).
- Your full share structure: Including multiple classes of shares, special voting rights, dividend rights, conversion rights, and restrictions.
- Restrictions on share transfers: Helps keep ownership within a controlled group (common in family businesses and small private companies).
- The number of directors: Set a fixed number or a range (example, minimum 1, maximum 7).
- Any restrictions on business activities: Like limiting the corporation to specific sectors.
- Additional provisions: Such as shareholder rights, meeting rules, or special governance conditions.
Custom articles are highly flexible. They should be considered if you are planning to bring in investors, issue multiple share classes, or design a corporation with long-term growth in mind.
Language Options for Articles of Incorporation
Canada offers full flexibility in the language used in your Articles of Incorporation. You can file your articles in:
- English
- French
- Both English and French
- As a bilingual document (Both languages used equally throughout)
It helps corporations operating in bilingual regions or serving national markets.
Updating Articles of Incorporation
You’ll have to update the Articles of Incorporation in Canada if your corporation undergoes the following changes:
- New share classes
- Updated business name
- Changes in the number of directors
- Revisions to shareholder rights
- Modified business restrictions
You must file Articles of Amendment. These updates keep your corporation legally compliant.
Conclusion
Articles of Incorporation are the legal foundation of every corporation in Canada. They define your company’s identity, structure, ownership, and operational rules. Whether you choose the simplicity of basic incorporation or the flexibility of custom articles, these documents shape how your corporation grows. They determine how to interact with shareholders, regulators, and the public.
