Articles of incorporation
Articles of incorporation are the document filed with a government corporate registry to legally create a corporation. They set the company’s name, the classes of shares it can issue, any restrictions on its business or share transfers, and other foundational rules the corporation operates under.
A corporation does not exist until its articles of incorporation are filed and accepted. The articles are the constitutional document of the company: everything else, from bylaws to shareholder agreements, operates within the framework the articles set up.
What articles typically set out
- The corporation’s legal name and where its registered or head office is located
- The classes and maximum number of shares it is authorized to issue
- Any restrictions on share transfers or on the business the company can carry on
- The minimum and maximum number of directors
Federal or provincial
A corporation can be incorporated federally or under a specific province’s corporate statute, and the articles are filed with whichever registry applies. The two systems have different forms and some different default rules, so a set of articles filed federally cannot simply be compared line by line with one filed provincially.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Treadstone LawLegal commentaryCorporate Law
- 02Treadstone LawLegal commentaryChecking Corporate Status and Good Standing Before Buying an Ontario Business
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