What Are Articles of Incorporation and What Do They Include?

What articles of incorporation are

Articles of incorporation are the document that legally creates a corporation. Federally, under the Canada Business Corporations Act (CBCA), one or more incorporators (the person or people applying to create the corporation) create a corporation by signing the articles and complying with the registered-office and director filing requirement. Alberta’s Business Corporations Act uses nearly identical language: one or more persons incorporate a corporation by signing articles of incorporation and complying with the same kind of registered-office requirement. In Ontario, the Business Corporations Act does not describe signing in the same terms in the fact available here, but it requires the articles to be filed in the form approved by the province’s Director and to contain the information the Act, its regulations, or the Director require.

In short: the articles are the founding paperwork. Once accepted by the relevant government office (Corporations Canada federally, the Ontario Business Registry provincially, or an Alberta registry agent), the corporation legally exists.

What the articles must include

The exact prescribed form differs by jurisdiction, but each requires the articles to set out basic, legally defined information about the corporation:

• Federally, articles must follow the form fixed by the Director at Corporations Canada and set out required information, including the rights, privileges, restrictions, and conditions attaching to each class of shares if the corporation will have more than one class.
• In Ontario, articles of incorporation must be in the form approved by the Director and must set out the information required by the Business Corporations Act, its regulations, or the Director. Ontario’s Act also lets a corporation include a special provision permitting it to be legally designated by a name in a language other than English or French.
• In Alberta, articles must be in the form required by the Registrar and must set out prescribed information, including the special rights, privileges, restrictions, and conditions attaching to each class of shares where there are two or more classes.

Every jurisdiction, in other words, treats share structure as core content of the articles whenever a corporation has more than one class of shares.

Registered office and standard versus custom articles (federal)

Corporations Canada notes that every incorporated business must designate a registered office address and a board of directors as part of setting up its articles. Incorporators filing federally can choose between pre-set standard articles or customize the articles to suit specific business needs, for example to add share transfer restrictions or other tailored provisions. The federal government fee for online basic incorporation is currently $200, with processing typically completed within one business day.

Alberta’s unlimited liability corporation provision

Alberta’s Business Corporations Act contains one requirement not present in the other two jurisdictions covered here. If a corporation is formed as an unlimited liability corporation (ULC), a structure in which shareholders can be held personally liable for the corporation’s debts, its articles of incorporation must contain an express statement that shareholder liability is unlimited and joint and several. This is a mandatory addition to the articles for that specific corporate structure, not an optional clause.

Filing fees at a glance

Amending the articles later

Corporations Canada is explicit that the articles set out basic information about the corporation, and that any change to that information, such as the corporate name, share structure, or registered office province, requires the corporation to file a formal amendment. This is the mechanism by which corporations update their founding document as the business changes, rather than filing new articles from scratch.