What Share Structure Should a New Corporation Set Up?

What a share structure actually sets out

A corporation’s share structure is the number and type of share classes named in its articles of incorporation, plus the rights attached to each class: the right to vote, the right to receive dividends the corporation declares, and the right to a share of what’s left over if the corporation is dissolved. This structure is fixed when the articles are filed and can only be changed later by amending them.

Federally, in Ontario, and in Alberta, the underlying rule is the same: shares must be in registered form (meaning the corporation keeps a record of who owns them, rather than issuing bearer certificates) and cannot have a nominal or par value (a fixed face value stated on the certificate). This applies under the Canada Business Corporations Act, s.24(1), the Ontario Business Corporations Act, s.22(1), and the Alberta Business Corporations Act, s.26(1).

The default: a single class of common shares

If a corporation issues only one class of shares, the law in all three jurisdictions requires that class to carry all three fundamental rights equally among its holders: the right to vote at shareholder meetings, the right to receive any dividend the corporation declares, and the right to the corporation’s remaining property on dissolution. This is set out in CBCA s.24(3), OBCA s.22(3), and ABCA s.26(3).

For many new corporations, particularly those with one owner or a small group of founders who all want equal say and equal economic participation, a single class of common shares satisfies the legal requirements without any further drafting complexity in the articles.

Adding more than one class: what the law requires

A corporation can authorize more than one class of shares, for example to separate voting control from dividend entitlement, or to create a class intended for outside investors. Where more than one class exists, the law does not require all three fundamental rights to sit in a single class, but each of the three (voting, dividends, residual property) must attach to at least one class. This is required under CBCA s.24(4), OBCA s.22(4)(b), and ABCA s.6(1)(b), which also requires Alberta’s articles to set out the special rights, privileges, restrictions, and conditions of each class in the articles themselves.

Corporations Canada’s guidance on federal incorporation confirms there is no statutory cap on how many classes a corporation’s articles can authorize, and that any one of the three fundamental rights can be given to more than one class at once, not just one. Ontario’s Business Corporations Act adds two related rules: shares within the same class must be identical to one another (s.22(6)), and the articles can deliberately give two or more classes, or two or more series within a class, identical rights if that’s what the founders want (s.22(7)).

Non-voting shares still carry certain rights (federal corporations)

Creating a non-voting share class does not strip those shareholders of every say in the company, at least for federally incorporated corporations. Corporations Canada’s guidance confirms that the Canada Business Corporations Act gives holders of non-voting shares the right to attend certain meetings and to vote on specified fundamental changes to the corporation, regardless of where in Canada the corporation operates. This is a rule tied to federal incorporation under the CBCA; the sources reviewed do not confirm whether Ontario’s or Alberta’s corporate statutes contain an identical provision for provincially incorporated companies, so that point should be checked separately for a provincially incorporated business.

Where the process differs: Alberta’s filing route

The share structure rules themselves do not differ in any way the sources here identify between federal, Ontario, and Alberta corporations. What differs is the incorporation process. In Alberta, articles of incorporation are filed through private registry agents rather than directly with a government office, and the agent charges a government fee plus its own service fee, rather than a single flat government charge. That is a process and cost difference, not a difference in what the share structure itself is allowed to look like.