Canada Company Law - Canada Business Corporations Act

The Canadian Corporation Act is the governing legislation for the incorporation and maintenance of a Canadian Federal Corporation. You will find below the key extracts from the Canadian Federal Corporations act along with the full act.

§10. Company Name

The word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviations shall be part,

§19. Registered Office

(1) A corporation shall at all times have a registered office in the province in Canada specified in its articles.

§6. Articles of Incorporation

(1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation:

  • the name of the corporation;
  • the province in Canada where the registered office is to be situated;
  • the classes and any maximum number of shares that the corporation is authorised to issue, if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and privileges, restrictions and conditions attaching to, the shares of each series;
  • if the issue, transfer or ownership of shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of such restrictions;
  • the number of directors or, subject to paragraph 107(a), the minimum and maximum number of directors of the corporation; and
  • any restrictions on the businesses that the corporation may carry on.

§105. Directors

(2) Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.

(3)Subject to subsection (3.1), at least twenty-five per cent of the directors of a corporation must be resident Canadians. However, if a corporation has less than four directors, at least one director must be a resident Canadian. If a corporation has only one or two directors, that director or one of the two directors, must be a resident Canadian.

§24. Shareholders

(3) Where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights

  • to vote at any meeting of shareholders of the corporation;
  • to receive any dividend declared by the corporation; and
  • to receive the remaining property of the corporation on dissolution

§24. Classes of Shares

(4)The articles may provide for more than one class of shares and, if they so provide,

  • the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out therein; and
  • the rights set out in subsection (3) shall be attached to at least one class of shares but all such rights are not required to be attached to one class.